Hetero-tricyclic compounds as inhibitors of kras

ABSTRACT

Disclosed are compounds of Formula I, methods of using the compounds for inhibiting KRAS activity and pharmaceutical compositions comprising such compounds. The compounds are useful in treating, preventing or ameliorating diseases or disorders associated with KRAS activity such as cancer.

RELATED APPLICATIONS

This application claims priority to U.S. Provisional Application No. 63/246,671 filed on Sep. 21, 2021, and U.S. Provisional Application No. 63/367,263 filed on Jun. 29, 2022, the contents of which are hereby incorporated by reference in their entirety.

FIELD OF THE INVENTION

The disclosure provides compounds as well as their compositions and methods of use. The compounds modulate KRAS activity and are useful in the treatment of various diseases including cancer.

BACKGROUND OF THE INVENTION

Ras proteins are part of the family of small GTPases that are activated by growth factors and various extracellular stimuli. The Ras family regulates intracellular signaling pathways responsible for growth, migration, survival and differentiation of cells. Activation of RAS proteins at the cell membrane results in the binding of key effectors and initiation of a cascade of intracellular signaling pathways within the cell, including the RAF and PI3K kinase pathways. Somatic mutations in RAS may result in uncontrolled cell growth and malignant transformation while the activation of RAS proteins is tightly regulated in normal cells (Simanshu, D. et al. Cell 170.1 (2017):17-33).

The Ras family is comprised of three members: KRAS, NRAS and HRAS. RAS mutant cancers account for about 25% of human cancers. KRAS is the most frequently mutated isoform accounting for 85% of all RAS mutations whereas NRAS and HRAS are found mutated in 12% and 3% of all Ras mutant cancers respectively (Simanshu, D. et al. Cell 170.1 (2017):17-33). KRAS mutations are prevalent amongst the top three most deadly cancer types: pancreatic (97%), colorectal (44%), and lung (30%) (Cox, A.D. et al. Nat Rev Drug Discov (2014) 13:828-51). The majority of RAS mutations occur at amino acid residue 12, 13, and 61. The frequency of specific mutations varies between RAS gene isoforms and while G12 and Q61 mutations are predominant in KRAS and NRAS respectively, G12, G13 and Q61 mutations are most frequent in HRAS. Furthermore, the spectrum of mutations in a RAS isoform differs between cancer types. For example, KRAS G12D mutations predominate in pancreatic cancers (51%), followed by colorectal adenocarcinomas (45%) and lung cancers (17%) while KRAS G12 V mutations are associated with pancreatic cancers (30%), followed by colorectal adenocarcinomas (27%) and lung adenocarcinomas (23%) (Cox, A.D. et al. Nat Rev Drug Discov (2014) 13:828-51). In contrast, KRAS G12C mutations predominate in non-small cell lung cancer (NSCLC) comprising 11-16% of lung adenocarcinomas, and 2-5% of pancreatic and colorectal adenocarcinomas (Cox, A.D. et al. Nat. Rev. Drug Discov. (2014) 13:828-51). Genomic studies across hundreds of cancer cell lines have demonstrated that cancer cells harboring KRAS mutations are highly dependent on KRAS function for cell growth and survival (McDonald, R. et al. Cell 170 (2017): 577-592). The role of mutant KRAS as an oncogenic driver is further supported by extensive in vivo experimental evidence showing mutant KRAS is required for early tumour onset and maintenance in animal models (Cox, A.D. et al. Nat Rev Drug Discov (2014) 13:828-51).

Taken together, these findings suggest that KRAS mutations play a critical role in human cancers; development of inhibitors targeting mutant KRAS may therefore be useful in the clinical treatment of diseases that are characterized by a KRAS mutation.

SUMMARY

The present disclosure provides, inter alia, a compound of Formula I:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

The present disclosure also provides, inter alia, a compound of Formula Ia:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

The present disclosure further provides a pharmaceutical composition comprising a compound of the disclosure, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.

The present disclosure further provides methods of inhibiting KRAS activity, which comprises administering to an individual a compound of the disclosure, or a pharmaceutically acceptable salt thereof. The present disclosure also provides uses of the compounds described herein in the manufacture of a medicament for use in therapy. The present disclosure also provides the compounds described herein for use in therapy.

The present disclosure further provides methods of treating a disease or disorder in a patient comprising administering to the patient a therapeutically effective amount of a compound of the disclosure, or a pharmaceutically acceptable salt thereof.

DETAILED DESCRIPTION Compounds

In an aspect, provided herein is a compound having Formula (Ia):

or a pharmaceutically acceptable salt thereof, wherein:

-   each     independently represents a single bond or a double bond; -   X is selected from N and CR²; -   Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1),     C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1),     OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1),     NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1),     NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1),     S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and     BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀ aryl, and     5-10 membered heteroaryl, are each optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10     membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a2),     SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2),     OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2),     NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2),     C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2),     NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2),     NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2),     S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and     BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R¹⁰; -   when R³N     CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and -   R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10     membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl,     C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   when R³N     CR⁴ is a double bond, then R³ is absent; and -   R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10     membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a3),     SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3),     OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3),     NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3),     C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3),     NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3),     NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3),     S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and     BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5),     SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5),     OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5),     NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5),     C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5),     NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5),     NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5),     S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and     BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O or a C═S; -   or two R⁵ substituents taken together with the carbon atom to which     they are attached form a spiro 3-7-membered heterocycloalkyl ring,     or a spiro C₃₋₆ cycloalkyl ring; wherein each spiro 3-7-membered     heterocycloalkyl ring has at least one ring-forming carbon atom and     1, 2 or 3 ring-forming heteroatoms independently selected from N, O,     and S; wherein a ring-forming carbon atom of each spiro 3-7-membered     heterocycloalkyl ring is optionally substituted by oxo to form a     carbonyl group; and wherein the spiro 3-7 membered heterocycloalkyl     ring and spiro C₃₋₆ cycloalkyl ring are each optionally substituted     with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; -   or two adjacent R⁵ substituents taken together with the atoms to     which they are attached, form a fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, or fused phenyl ring;     wherein each fused 4-, 5-, or 6-membered heterocycloalkyl ring or     fused 5- or 6-membered heteroaryl ring has at least one ring-forming     carbon atom and 1, 2, or 3 ring-forming heteroatoms independently     selected from N, O, and S; wherein a ring-forming carbon atom of     each fused 4-, 5-, or 6-membered heterocycloalkyl ring or fused 5-     or 6-membered heteroaryl ring is optionally substituted by oxo to     form a carbonyl group; and wherein the fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, and fused phenyl ring are     each optionally substituted with 1, 2, 3 or 4 substituents     independently selected from R⁵⁰; -   n is 0, 1, 2, 3, 4, 5, or 6; -   R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl,     C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7),     SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7),     OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7),     NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7),     C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7),     NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7),     NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7),     S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and     BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein     the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-14 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10),     C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10),     OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10),     NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10),     C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10),     C(═NR^(e10))NR^(c10)R^(d10), NR^(C10)C(═NR^(e10))NR^(c10)R^(d10),     NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10),     NR^(c10)S(O)₂NR^(c10)R^(d10,) S(O)R^(b10), S(O)NR^(c10)R^(d10),     S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R¹¹; -   each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a11), SR^(a11),     C(O)R^(b11), C(O)NR^(c11)R^(d11,) C(O)OR^(a11), OC(O)R^(b11),     OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11),     NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11),     NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11),     NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11),     S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered     heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2,     3, or 4 substituents independently selected from R¹²; -   each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12),     SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12),     OC(O)R^(b12), _(OC)(_(O))NR^(c12)R^(d12), NR^(c12)R^(d12),     NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12),     NR^(c12)C(O)NR^(c12)R^(d12), NR^(c12)S(O)R^(b12),     NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12),     S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and     BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a20),     SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20),     OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20),     NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20),     NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20),     C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20),     NR^(c20)C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)S(O)R^(b20),     NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20,)     S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and     BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and     5-10 membered heteroaryl-C₁₋₃alkylene are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²¹; -   each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21),     C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21),     OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21),     NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21),     NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21),     NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21),     S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R²²; -   each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22),     SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22),     OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22),     NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22),     NR^(c22)C(O)NR^(c22)R^(d22), NR^(C22)S(O)R^(b22),     NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22),     S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and     BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23),     C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23),     OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23),     NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23),     NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23),     NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23),     S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R²⁴; -   each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24),     SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24),     OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24),     NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24),     NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24),     NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24), S(O)R^(b24),     S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24,) and     BR^(h24)R^(i24); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30),     C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30),     OC(O)NR^(c30)R^(d30) NR^(c30)R^(d30), NR^(c30)C(O)R^(b30),     NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30),     NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30)     NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30) ,     S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31),     C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(C31)     R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31),     NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31),     NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31),     S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and     BR^(h31)R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene     and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³²; -   each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32),     SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32,) C(O)OR^(a32),     OC(O)R^(b32), OC(O)NR^(c32)R^(d32,) NR^(c32)R^(d32),     NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32),     NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32),     NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)R^(b32,) S(O)NR^(c32)R^(d32),     S(O)₂R^(b32) S(O)₂NR^(c32)R^(d32), and BR¹³²R^(i32); wherein said     C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6     membered heteroaryl and 4-7 membered heterocycloalkyl, are each     optionally substituted with 1, 2, 3, or 4 substituents independently     selected from R^(g); -   each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a50), SR^(a50), C(O)R^(b50),     C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50),     OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50),     NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50),     NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂R^(b50),     NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50), S(O)NR^(C50)R^(d50),     S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R⁵¹; -   each R⁵¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a51), SR^(a51), C(O)R^(b51),     C(O)NR^(c51)R^(d51), C(O)OR^(a51), OC(O)R^(b51),     OC(O)NR^(c51)R^(d51), NR^(c51)R^(d51), NR^(c51)C(O)R^(b51),     NR^(c51)C(O)OR^(aS1), NR^(c51)C(O)NR^(c51)R^(d51),     NR^(c51)S(O)R^(b51), NR^(c51)S(O)₂R^(b51),     NR^(c51)S(O)₂NR^(c51)R^(d51), S(O)R^(b51), S(O)NR^(c51)R^(d51),     S(O)₂R^(b51), S(O)₂NR^(c51)R^(d51), and BR^(hS1)R^(iS1); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R^(g); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60),     C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60),     OC(O)NR^(c60)R^(d60,) NR^(c60)R^(d60), NR^(c60)C(O)R^(b60),     NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60),     NR^(c60)S(O)R^(b60), NR^(c60)S(O)2R^(b60),     NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60),     S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R^(g); -   each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70),     C(O)NR^(c70)R^(d70), C(O)OR^(a70), OC(O)R^(b70),     OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70),     NR^(c70)C(O)OR^(a70), NR^(c70)C(O)NR^(c70)R^(d70),     NR^(c70)S(O)R^(b70), NR^(c70)S(O)₂R^(b70),     NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70),     S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R^(g); -   each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c1) and R^(d1) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R^(g); -   each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²³; -   or any R^(c2) and R^(d2) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²³; -   each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³⁰; -   each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a5), R^(b5), R^(eS), and R^(d5) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R⁵⁰; -   or any R^(c5) and R^(d5) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R⁵⁰; -   each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R⁷⁰; -   or any R^(c7) and R^(d7) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R⁷⁰; -   each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R¹¹; -   or any R^(c10) and R^(d10) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R¹¹; -   each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a11), R^(b11), R^(c11) and R^(d11), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R¹²; -   or any R^(c11) and R^(d11) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R¹²; -   each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a12), R^(b12), R^(c12) and R^(d12), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²¹; -   or any R^(c20) and R^(d20) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²¹; -   each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a21), R^(b21), R^(c21) and R^(d21), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R²²; -   or any R^(c21) and R^(d21) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R²²; -   each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a22), R^(b22), R^(c22) and R^(d22), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a23), R^(b23), R^(c23) and R^(d23), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R²⁴; -   or any R^(c23) and R^(d23) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R²⁴; -   each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a24), R^(b24), R^(c24) and R^(d24), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³¹; -   each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a31), R^(b31), R^(c31) and R^(d31), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R³²; -   or any R^(c31) and R^(d31) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R³²; -   each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a32), R^(b32), R^(c32) and R^(d32), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   or any R^(c32) and R^(d32) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c50) and R^(d50) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a51), R^(b5l1), R^(c51) and R^(d51), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R^(g); -   or any R^(c51) and R^(d51) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R^(g); -   each R^(h51) and R^(i51) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h51) and R^(i51) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c70) and R^(d70) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and -   each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆     alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl,     C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃     alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C_(1—3) alkoxy,     HO—C_(1—3) alkyl, cyano-C₁₋₃ alkyl, H₂N—C_(1—3) alkyl, amino, C₁₋₆     alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆     alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl,     di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆     alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino,     C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy,     di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino,     aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl,     aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆     alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆     alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino; -   provided that, at least one of R¹, R², and R⁷ is other than     substituted or unsubstituted aryl or heteroaryl. A skilled person     would recognize that the maximum valency for the     between Y and N(Cy²) is 4 - e.g., when the     between Y and N(Cy²) is a single bond, then n cannot be higher than     4, and when the     between Y and N(Cy²) is a double bond, then n cannot be higher     than 2. Accordingly, in some embodiments, n is 0, 1, 2, 3, or 4. In     another embodiment, n is 0, 1, 2, 3, or 4, when the     between Y and N(Cy²) is a single bond, and n is 0, 1, or 2 when the     between Y and N(Cy²) is a double bond.

In an embodiment of Formula la, or a pharmaceutically acceptable salt thereof, each

independently represents a single bond or a double bond;

-   X is selected from N and CR²; -   Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1),     C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1),     NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1),     NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1),     S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and     BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, and     5-10 membered heteroaryl, are each optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂,     OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2),     OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2),     NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2),     C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2),     NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2),     NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2),     S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and     BR¹²R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R¹⁰; -   when R³N     CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and -   R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said     C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   when R³N     CR⁴ is a double bond, then R³ is absent; and -   R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3),     SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3),     OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3),     NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3),     C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3),     NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3),     NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3),     S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and     BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5),     SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5),     OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5),     NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5),     C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5),     NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5),     NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5),     S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and     BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O or a C═S; -   or two R⁵ substituents taken together with the carbon atom to which     they are attached form a spiro 3-7-membered heterocycloalkyl ring,     or a spiro C₃₋₆ cycloalkyl ring; wherein each spiro 3-7-membered     heterocycloalkyl ring has at least one ring-forming carbon atom and     1, 2 or 3 ring-forming heteroatoms independently selected from N, O,     and S; wherein a ring-forming carbon atom of each spiro 3-7-membered     heterocycloalkyl ring is optionally substituted by oxo to form a     carbonyl group; and wherein the spiro 3-7 membered heterocycloalkyl     ring and spiro C₃₋₆ cycloalkyl ring are each optionally substituted     with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; -   or two adjacent R⁵ substituents taken together with the atoms to     which they are attached, form a fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, or fused phenyl ring;     wherein each fused 4-, 5-, or 6-membered heterocycloalkyl ring and     fused 5- or 6-membered heteroaryl ring has at least one ring-forming     carbon atom and 1, 2, or 3 ring-forming heteroatoms independently     selected from N, O, and S; wherein a ring-forming carbon atom of     each fused 4-, 5-, or 6-membered heterocycloalkyl ring and fused 5-     or 6-membered heteroaryl ring is optionally substituted by oxo to     form a carbonyl group; and wherein the fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, and fused phenyl ring are     each optionally substituted with 1, 2, 3 or 4 substituents     independently selected from R⁵⁰; -   n is 0, 1, 2, 3, 4, 5, or 6; -   R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said     C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene,     4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂,     OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7),     OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7),     NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7),     C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7),     NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7),     NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7),     S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and     BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein     the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-14 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10),     C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10),     OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10),     NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10),     C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10),     C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10),     NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10),     NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10),     S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10,) and BR^(h10)R^(i10); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R¹¹; -   each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11),     C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11),     OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11),     NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11),     NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11),     NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11),     S(O)₂R^(b11), _(S)(_(O))₂NR^(c11)R^(d1)1, and BR^(h11)R^(i11); -   each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20),     C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20),     OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20),     NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20),     C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20),     C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20),     NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20),     NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20),     S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); -   each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23),     C(O)NR^(c23)R^(d23),C(O)OR^(a23), OC(O)R^(b23),     OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23),     NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23),     NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23),     NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23),     S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²⁴; -   each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24),     SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24),     OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24),     NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24),     NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24),     NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24),S(O)R^(b24),     S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24), and     BR^(h24)R^(i24); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a30),     SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30),C(O)OR^(a30),     OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30),     NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30),     NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30),     NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30),     S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and     BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl,     5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and     5-10 membered heteroaryl-C₁₋₃alkylene are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31),     C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31),     OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31),     NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31),     NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31),     NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31),     S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³²; -   each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32),     SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32),     OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32),     NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32),     NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32),     NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32),     S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and     BR^(h32)R^(i32); -   each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a50),     SR^(a50), C(O)R^(b50), C(O)NR^(c50)R^(d50), C(O)OR^(a50),     OC(O)R^(b50), OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50),     NR^(c50)C(O)R^(b50), NR^(c50)C(O)OR^(a50),     NR^(c50)C(O)NR^(c50)R^(d50), NR^(c50)S(O)R^(b50),     NR^(c50)S(O)₂R^(b50), NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50),     S(O)NR^(c50)R^(d50), S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and     BR^(h50)R^(i50); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a60),     SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60),     OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60),     NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60),     NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60),     NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60),     S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and     BR^(h60)R^(i60); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl,     5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and     5-10 membered heteroaryl-C₁₋₃alkylene are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a70),     SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70),     OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70),     NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70),     NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70),     NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70),     S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and     BR^(h70)R^(i70); -   each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl     and 5-10 membered heteroaryl, are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R^(g); -   or any R^(c1) and R^(d1) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R^(g); -   each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²³; -   or any R^(c2) and R^(d2) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²³; -   each R^(e2) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³⁰; -   each R^(e3) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or any R^(c5) and R^(d5) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R⁵⁰; -   each R^(e5) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   or any R^(c7) and R^(d7) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R⁷⁰; -   each R^(e7) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R¹¹; -   or any R^(c10) and R^(d10) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R¹¹; -   each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a11), R^(b11), R^(c11) and R^(d11), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; -   or any R^(c11) and R^(d11) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c20) and R^(d20) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a23), R^(b23), R^(c23) and R^(d23), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R²⁴; -   or any R^(c23) and R^(d23) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R²⁴; -   each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a24), R^(b24), R^(c24) and R^(d24), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; -   each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group; -   each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³¹; -   each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a31), R^(b31), R^(c31) and R^(d31), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R³²; -   or any R^(c31) and R^(d31) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R³²; -   each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a32), R^(b32), R^(c32) and R^(d32), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; -   or any R^(c32) and R^(d32) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c50) and R^(d50) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c70) and R^(d70) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and -   each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆     alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl,     C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃     alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C_(1—3) alkoxy,     HO—C_(1—3) alkyl, cyano-C₁₋₃ alkyl, H₂N—C_(1—3) alkyl, amino, C₁₋₆     alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆     alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl,     di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆     alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino,     C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy,     di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino,     aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl,     aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆     alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆     alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino. In     some embodiments, n is 0, 1, 2, 3, or 4.

In yet another embodiment of Formula Ia, or a pharmaceutically acceptable salt thereof, the compound of Formula Ia is a compound of Formula Ila:

or a pharmaceutically acceptable salt thereof, wherein:

-   represents a single bond or a double bond; -   X is selected from N and CR²; -   Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1),     C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1),     NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1),     NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)₂R^(b1), and     S(O)₂NR^(c1)R^(d1); -   R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN,     OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2),     OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2),     NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), NR^(c2)S(O)₂R^(b2),     NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2);     wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀     cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN,     OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3),     OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3),     NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3)S(O)₂R^(b3),     NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)₂R^(b3), and S(O)₂NR^(c3)R^(d3);     wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀     cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a5),     SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5),     OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5),     NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)₂R^(b5),     NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)₂R^(b5), and S(O)₂NR^(c5)R^(d5);     wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀     cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O or a C═S; -   n is 0, 1, 2, 3, 4, 5, or 6; -   R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl,     C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a7),     SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7),     OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7),     NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), NR^(c7)S(O)₂R^(b7),     NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)₂R^(b7), and S(O)₂NR^(c7)R^(d7); -   Cy² is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a10), SR^(a10), C(O)R^(b10),     C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10),     OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10),     NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10),     NR^(c10)S(O)₂R^(b10,) NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)₂R^(b10),     and S(O)₂NR^(c10)R^(d10); -   each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a20), SR^(a20), C(O)R^(b20),     C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20),     OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20),     NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20),     NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)_(2R)     ^(b20), and S(O)₂NR^(c20)R^(d20); -   each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a23), SR^(a23), C(O)R^(b23),     C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23),     OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23),     NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23),     NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)₂R^(b23),     and S(O)₂NR^(c23)R^(d23); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a30), SR^(a30), C(O)R^(b30),     C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30),     OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30),     NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30),     NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)₂R^(b30),     and S(O)₂NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃     alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀     aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are     each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31),     C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31),     OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31),     NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31),     NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)₂R^(b31),     and S(O)₂NR^(c31)R^(d31); -   each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a50), SR^(a50), C(O)R^(b50),     C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50),     OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50),     NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50)     NR^(c50)S(O)₂R^(b50), NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)₂R^(b50),     and S(O)₂NR^(c50)R^(d50); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a60), SR^(a60), C(O)R^(b60),     C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60),     OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60),     NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60),     NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)₂R^(b60),     and S(O)₂NR^(c60)R^(d60); -   each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c1) and R^(d1) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²³; -   or any R^(c2) and R^(d2) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²³; -   each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³⁰; -   each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R⁵⁰; -   or any R^(c5) and R^(d5) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R⁵⁰; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl;; -   or any R^(c7) and R^(d7) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c10) and R^(d10) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c20) and R^(d20) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a23), R^(b23), R^(c23) and R^(d23), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; -   or any R^(c23) and R^(d23) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³¹; -   each R^(a31), R^(b31), R^(c31) and R^(d31), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; -   or any R^(c31) and R^(d31) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c50) and R^(d50) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; and -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group. In some embodiments, n is 0, 1,     2, 3, or 4.

In yet another embodiment, the compound of Formula Ia is a compound of Formula Illa:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula IIIa, or a pharmaceutically acceptable salt thereof,

-   represents a single bond or a double bond; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN; -   R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN,     OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, is optionally     substituted with 1 or 2 substituents independently selected from     R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally     substituted with 1, 2, or 3 substituents independently selected from     R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl,     4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered     heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3), and     NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl,     are each optionally substituted with 1 or 2 substituents     independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN,     OR^(a5), and NR^(c5)R^(d5); -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0, 1, or 2; -   R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₆₋₁₀ aryl, and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₆₋₁₀ aryl, and     5-10 membered heteroaryl, are each optionally substituted with 1 or     2 substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN,     OR^(a7) and NR^(c7)R^(d7); -   Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6     membered heterocycloalkyl has at least one ring-forming carbon atom     and 1 or 2 ring-forming heteroatoms independently selected from N,     O, and S; and wherein the 4-6 membered heterocycloalkyl, is     optionally substituted with 1 or 2 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)R^(d10); -   each R²⁰ is independently selected from C₁₋₆ alkyl, and C₁₋₆     haloalkyl, halo, D, and CN; -   each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, OR^(a23), and NR^(c23)R^(d23); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl,     are each optionally substituted with 1 or 2 substituents     independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, OR^(a31), and NR^(c31)R^(d31); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN,     OR^(a60), C(O)NR^(c6O)R^(d6O), and NR^(c60)R^(d60); -   each R^(a2), R^(c2) and R^(d2) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is     optionally substituted with 1 or 2 substituents independently     selected from R²³; -   each R^(a3), R^(c3) and R^(d3) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, or 6-membered     heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³⁰; -   each R^(a5), R^(c5), and R^(d5) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a10), R^(c10) and R^(d10) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a23), R^(c23) and R^(d23), is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a30), R^(c30) and R^(d30) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1 or 2 substituents independently selected from     R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³¹; -   each R^(a31), R^(c31) and R^(d31), is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a60), R^(c60) and R^(d60) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered     heterocycloalkyl; and -   or any R^(c60) and R¹⁶⁰ attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, or 6-membered     heterocycloalkyl group.

In another embodiment of Formula llla, or a pharmaceutically acceptable salt thereof,

-   represents a single bond or a double bond; -   Y is selected from CH₂, C(═O), CHR⁵, or NR⁶; -   R¹ is H; -   R² is C₁₋₆ alkyl, which is optionally substituted with 1 or 2 CN; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, C₆₋₁₀ aryl, and 5-10 membered     heteroaryl;

wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; and wherein the C₃₋₁₀ cycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰;

-   R⁴ is selected from H, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl,     5-10 membered heteroaryl, C₆₋₁₀aryl-C₁₋₃ alkylene, and OR^(a3);     wherein said 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₆₋₁₀aryl-C₁₋₃ alkylene are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and     5-10 membered heteroaryl, and NR^(c5)R^(d5), wherein said C₁₋₆     alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl     are each optionally optionally substituted with 1 or 2 substituents     independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0, 1, or 2; -   R⁶ is selected from H, C₁₋₆ alkyl, phenyl, and 5-10 membered     heterocycloalkyl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, phenyl, and     5-10 membered heterocycloalkyl-C₁₋₃ alkylene are each optionally     substituted with 1 or 2 substituents independently selected from     R⁶⁰; -   R⁷ is halo; -   Cy² is selected from 6 membered heterocycloalkyl having one N     heteroatom; -   each R¹⁰ is independently selected from halo, CN, and OH; -   each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, C(0)NR^(C30)R^(d30,) and NR^(c30)R^(d30); wherein     said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each     optionally substituted with 1 or 2 substituents independently     selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl and halo; -   each R⁵⁰ is independently C₁₋₆ alkyl; -   each R⁶⁰ is independently selected from 4-10 membered     heterocycloalkyl and C(O)NR^(C60)R^(d60); -   each R^(a3) is independently C₁₋₆ alkyl, which is optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   each R^(c5) and R^(d5) is independently selected from H, C₁₋₆ alkyl,     and 5-6 membered heteroaryl, wherein said 5-6 membered heteroaryl is     optionally substituted with 1 or 2 substituents independently     selected from R⁵⁰; -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl; and -   each R^(c60) and R^(d60) is independently selected from H and C₁₋₆     alkyl.

In an embodiment of Formula llla, or a pharmaceutically acceptable salt thereof,

-   represents a single bond or a double bond; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said     C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents     independently selected from R²³; -   Cy¹ is selected from C₆₋₁₀ aryl, and 5-10 membered heteroaryl;     wherein the 5-10 membered heteroaryl each has at least one     ring-forming carbon atom and 1 or 2 ring-forming heteroatoms     independently selected from N and O; and wherein the C₆₋₁₀ aryl and     5-10 membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered     heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3),     and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl, are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and phenyl;     wherein said C₁₋₆ alkyl, and phenyl, are each optionally substituted     with 1 or 2 substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; -   Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6     membered heterocycloalkyl has at least one ring-forming carbon atom     and 1 or 2 ring-forming heteroatoms independently selected from N     and O; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, and OR^(a10) _(;) -   each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D,and CN; -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, halo, D, CN, OR^(a30),     C(0)NR^(C30)R^(d30,) and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl,     4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl, are each optionally     substituted with 1 or 2 substituents independently selected from     R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, and CN; -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60),     C(O)NR^(C60)R^(d60,) and NR^(c6O)R^(d6O) _(;) -   each R^(a3), R^(c3) and R^(d3) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl, are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, or 6-membered     heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³⁰; -   each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆     haloalkyl; -   each R^(a30), R^(c30) and R^(d30) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and     C₆₋₁₀ aryl; wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl,     and C₆₋₁₀ aryl are each optionally substituted with 1 or 2     substituents independently selected from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³¹; -   each R^(a60), R^(c60) and R^(d60) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; and -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group.

In another embodiment, the compound of Formula la is a compound of Formula IVa:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula IVa, or a pharmaceutically acceptable salt thereof,

-   R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said     C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents     independently selected from R²³; -   Cy¹ is selected from C₆₋₁₀ aryl, and 5-10 membered heteroaryl;     wherein the 5-10 membered heteroaryl each has at least one     ring-forming carbon atom and 1 or 2 ring-forming heteroatoms     independently selected from N and O; and wherein the C₆₋₁₀ aryl and     5-10 membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered     heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, OR^(a3), and     NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN; -   n is 0 or 1; -   R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and halo; -   Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6     membered heterocycloalkyl has at least one ring-forming carbon atom     and 1 or 2 ring-forming heteroatoms independently selected from N     and O; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, CN, and OR^(a10) _(;) -   each R²³ is CN; -   each R³⁰ is independently selected from C₁₋₆ haloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, halo, CN,     C(0)NR^(C30)R^(d30,) and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl,     4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, and CN; -   each R^(a3), R^(c3) and R^(d3) is independently selected from C₁₋₆     alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, or 6-membered     heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³⁰; -   each R^(a10) is independently selected from H and C₁₋₆ alkyl; and -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2     substituents independently selected from R³¹.

In an embodiment of Formula IVa, or a pharmaceutically acceptable salt thereof,

-   R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said     C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents     independently selected from R²³;

-   Cy¹ is selected from C₃₋₁₀ cycloalkyl, C₆₋₁₀ aryl, and 5-10 membered     heteroaryl; wherein the 5-10 membered heteroaryl each has at least     one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms     independently selected from N and O; and wherein the C₃₋₁₀     cycloalkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl are each     optionally substituted with 1 or 2 substituents independently     selected from R¹⁰;

-   R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered     heterocycloalkyl, 5-10 membered heteroaryl, OR^(a3), and     NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰;

-   R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered     heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, and     NR^(c5)R^(d5); wherein said 4-10 membered heterocycloalkyl and 5-10     membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from R⁵⁰;

-   n is 0 or 1;

-   R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and halo;

-   Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6     membered heterocycloalkyl has at least one ring-forming carbon atom     and 1 or 2 ring-forming heteroatoms independently selected from N     and O;

-   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, CN, and OH;

-   each R²³ is CN;

-   each R³⁰ is independently selected from C₁₋₆ haloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, halo, CN, C(0)NR^(C30)R^(d30,)     and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and C₆₋₁₀aryl are each optionally substituted with     1 or 2 substituents independently selected from R³¹;

-   each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, and CN;

-   each R⁵⁰ is independently selected from C₁₋₆ alkyl, halo, and CN;

-   each R^(a3), R^(c3) and R^(d3) is independently selected from C₁₋₆     alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰;

-   each R^(c5) and R^(d5) is independently selected from H and 5-10     membered heteroaryl; wherein 5-10 membered heteroaryl is optionally     substituted with C₁₋₆ alkyl;

-   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2     substituents independently selected from R³¹.

-   In another aspect, provided herein is a compound of Formula l:

-   

or a pharmaceutically acceptable salt thereof, wherein:

-   represents a single bond or a double bond; -   X is selected from N and CR²; -   Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1),     C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1),     OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1),     NR^(c1)C(O)OR^(a)1, NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1),     NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1),     S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and     BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀ aryl, and     5-10 membered heteroaryl, are each optionally substituted with 1, 2,     3, or 4 substituents independently selected from _(R) ^(g) _(;) -   R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂,     OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2),     OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2),     NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2),     C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2),     NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2),     NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2),     S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and     BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R¹⁰; -   when R³N     CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and -   R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said     C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   when R³N     CR⁴ is a double bond, then R³ is absent; and -   R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂,     OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3),     OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3),     NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3),     C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3),     NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3),     NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3),     S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and     BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5),     SR^(a5), C(O)R^(b5), _(C(O)NR)c5_(R)d5, C(O)OR^(a5), OC(O)R^(b5),     OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5),     NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5),     C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5),     NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5),     NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5,)     S(O)R^(b5,) S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and     BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O or a C═S; -   or two R⁵ substituents taken together with the carbon atom to which     they are attached form a spiro 3-7-membered heterocycloalkyl ring,     or a spiro C₃₋₆ cycloalkyl ring; wherein each spiro 3-7-membered     heterocycloalkyl ring has at least one ring-forming carbon atom and     1, 2 or 3 ring-forming heteroatoms independently selected from N, O,     and S; wherein a ring-forming carbon atom of each spiro 3-7-membered     heterocycloalkyl ring is optionally substituted by oxo to form a     carbonyl group; and wherein the spiro 3-7 membered heterocycloalkyl     ring and spiro C₃₋₆ cycloalkyl ring are each optionally substituted     with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; -   or two adjacent R⁵ substituents taken together with the atoms to     which they are attached, form a fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, or fused phenyl ring;     wherein each fused 4-, 5-, or 6-membered heterocycloalkyl ring or     fused 5- or 6-membered heteroaryl ring has at least one ring-forming     carbon atom and 1, 2, or 3 ring-forming heteroatoms independently     selected from N, O, and S; wherein a ring-forming carbon atom of     each fused 4-, 5-, or 6-membered heterocycloalkyl ring or fused 5-     or 6-membered heteroaryl ring is optionally substituted by oxo to     form a carbonyl group; and wherein the fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, and fused phenyl ring are     each optionally substituted with 1, 2, 3 or 4 substituents     independently selected from R⁵⁰; -   n is 0, 1, 2, 3, 4, 5, or 6; -   R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl,     C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7),     SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7),     OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7),     NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7),     C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7),     NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7),     NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7),     S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and     BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-14 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10),     C(O)NR^(c10)R^(d10,) C(O)OR^(a10), OC(O)R^(b10),     OC(O)NR^(C10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10,)     NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10),     C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10),     C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10),     NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10),     NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10),     S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R¹¹; -   each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11),     C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11),     OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11),     NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11),     NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11),     NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11),     S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R¹²; -   each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12),     SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12),     OC(O)R^(b12), OC(O)NR^(c12)R^(d12), NR^(c12)R^(d12),     NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12),     NR^(c12)C(O)NR^(c12)R^(d12), NR^(c12)S(O)R^(b12),     NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12),     S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and     BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20),     C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20),     OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20),     NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20),     C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20),     C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20),     NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20),     NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20,) S(O)NR^(c20)R^(d20),     S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R²¹; -   each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21),     C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21),     OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21),     NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21),     NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21),     NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21),     S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R²²; -   each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22),     SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22),     OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22),     NR^(c22)C(O)R^(b22), NR^(c22)C(O)R^(a22),     NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22),     NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22),     S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and     BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23),     C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23),     OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23),     NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23),     NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23),     NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23),     S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R²⁴; -   each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24),     SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24),     OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24),     NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24),     NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24),     NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24), S(O)R^(b24),     S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24), and     BR^(h24)R^(i24); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30),     C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30),     OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30),     NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30),     NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30),     NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30),     S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31),     C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31),     OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31),     NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31),     NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31),     NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31),     S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R³²; -   each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32),     SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32),     OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32),     NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32),     NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32),     NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32),     S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and     BR^(h32)R^(i32); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl, are each optionally substituted with 1,     2, 3, or 4 substituents independently selected from R^(g); -   each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a50), SR^(a50), C(O)R^(b50),     C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50),     OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50),     NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50),     NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂R^(b50),     NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50), S(O)NR^(c50)R^(d50),     S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R⁵¹; -   each R⁵¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a51), SR^(a51), C(O)R^(b51),     C(O)NR^(c51)R^(d51,) C(O)OR^(a51), OC(O)R^(b51),     OC(O)NR^(c51)R^(d51,) NR^(c51)R^(d51), NR^(c51)C(O)R^(b51),     NR^(c51)C(O)OR^(a51), NR^(c51)C(O)NR^(c51)R^(d51),     NR^(c51)S(O)R^(b51), NR^(c51)S(O)₂R^(b51),     NR^(c51)S(O)₂NR^(c51)R^(d51), S(O)R^(b51), S(O)NR^(c51)R^(d51),     S(O)₂R^(b51,) S(O)₂NR^(c51)R^(d51), and BR^(h51)R^(i51) _(;) wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R^(g); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60),     C(O)NR^(c60)R^(d60,) C(O)OR^(a60), OC(O)R^(b60),     OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60,)     NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60,)     NR^(C60)S(O)R^(b60,) NR^(c60)S(O)₂R^(b60,)     NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60) ,     S(O)₂R^(b60,) S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60) _(;) wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R^(g); -   each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70),     C(O)NR^(c70)R^(d70,) C(O)OR^(a70), OC(O)R^(b70),     OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70,)     NR^(c70)C(O)OR^(a70,) NR^(c70)C(O)NR^(c70)R^(d70,)     NR^(c70)S(O)R^(b70,) NR^(c70)S(O)₂R^(b70,)     NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70),     S(O)₂R^(b70,) S(O)₂NR^(c70)R^(d70,) and BR^(h70)R^(i70); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R^(g); -   each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R^(g); -   or any R^(c1) and R^(d1) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R^(g); -   each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²³; -   or any R^(c2) and R^(d2) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²³; -   each R^(e2) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³⁰; -   each R^(e3) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R³ attached to the     same B atom, together with the B atom to which they are attached,     form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or any R^(c5) and R^(d5) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R⁵⁰; -   each R^(e5) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   or any R^(c7) and R^(d7) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R⁷⁰; -   each R^(e7) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R¹¹; -   or any R^(c10) and R^(d10) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R¹¹; -   each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a11), R^(b11), R^(c11) and R^(d11), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R¹²; -   or any R^(c11) and R^(d11) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R¹²; -   each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a12), R^(b12), R^(c12) and R^(d12), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R²¹; -   or any R^(c20) and R^(d20) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²¹; -   each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a21), R^(b21), R^(c21) and R^(d21), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R²²; -   or any R^(c21) and R^(d21) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R²²; -   each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a22), R^(b22), R^(c22) and R^(d22), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a23), R^(b23), R^(c23) and R^(d23), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R²⁴; -   or any R^(c23) and R^(d23) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R²⁴; -   each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a24), R^(b24), R^(c24) and R^(d24), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g); -   each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³¹; -   each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a31), R^(b31), R^(c31) and R^(d31), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R³²; -   or any R^(c31) and R^(d31) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R³²; -   each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a32), R^(b32), R^(c32) and R^(d32), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl     are each optionally substituted with 1, 2, 3, or 4 substituents     independently selected from R^(g) _(;) -   or any R^(c32) and R^(d32) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g) _(;) -   each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g) _(;) -   or any R^(c50) and R^(d50) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g) _(;) -   each R^(h50) and R^(i50)is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a51), R^(b51), R^(c51) and R^(d51), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R^(g); -   or any R^(c51) and R^(d51) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R^(g); -   each R^(h51) and R^(i51) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h51) and R^(i51) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c70) and R^(d70) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and -   each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆     alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl,     C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃     alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C_(1—3) alkoxy,     HO—C_(1—3) alkyl, cyano-C₁₋₃ alkyl, H₂N—C_(1—3) alkyl, amino, C₁₋₆     alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆     alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl,     di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆     alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino,     C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy,     di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino,     aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl,     aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆     alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆     alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino; -   provided that, at least one of R¹, R², and R⁷ is other than     substituted or unsubstituted aryl or heteroaryl.

In some embodiments, n is 0, 1, 2, 3, or 4.

In an embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

-   each     independently represents a single bond or a double bond; -   X is selected from N and CR²; -   Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1),     C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1),     NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1),     NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1),     S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and     BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and     5-10 membered heteroaryl, are each optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2),     SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2),     OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2),     NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2),     C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2),     NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2),     NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2),     S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and     BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R¹⁰; -   when R³N     CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and -   R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said     C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   when R³N     CR⁴ is a double bond, then R³ is absent; and -   R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3),     SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3),     OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3),     NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3),     C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3),     NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3),     NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3),     S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and     BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5),     SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5),     OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5),     NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5),     C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5),     NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5),     NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5),     S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and     BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O or a C═S; -   or two R⁵ substituents taken together with the carbon atom to which     they are attached form a spiro 3-7-membered heterocycloalkyl ring,     or a spiro C₃₋₆ cycloalkyl ring; wherein each spiro 3-7-membered     heterocycloalkyl ring has at least one ring-forming carbon atom and     1, 2 or 3 ring-forming heteroatoms independently selected from N, O,     and S; wherein a ring-forming carbon atom of each spiro 3-7-membered     heterocycloalkyl ring is optionally substituted by oxo to form a     carbonyl group; and wherein the spiro 3-7membered heterocycloalkyl     ring and spiro C₃₋₆ cycloalkyl ring are each optionally substituted     with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; -   or two adjacent R⁵ substituents taken together with the atoms to     which they are attached, form a fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, or fused phenyl ring;     wherein each fused 4-, 5-, or 6-membered heterocycloalkyl ring and     fused 5- or 6-membered heteroaryl ring has at least one ring-forming     carbon atom and 1, 2, or 3 ring-forming heteroatoms independently     selected from N, O, and S; wherein a ring-forming carbon atom of     each fused 4-, 5-, or 6-membered heterocycloalkyl ring and fused 5-     or 6-membered heteroaryl ring is optionally substituted by oxo to     form a carbonyl group; and wherein the fused 4-, 5-, or 6-membered     cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring,     fused 5- or 6-membered heteroaryl ring, and fused phenyl ring are     each optionally substituted with 1, 2, 3 or 4 substituents     independently selected from R⁵⁰; -   n is 0, 1, 2, 3, 4, 5, or 6; -   R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl,     C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered     heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2,     3, or 4 substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂,     OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7),     OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7),     NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7),     C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7),     NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7),     NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7),     S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and     BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-14 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered     heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10),     SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10),     OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10),     NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10),     NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10),     C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10),     NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10),     NR^(c10)S(O)₂R^(b10,) NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10),     S(O)NR^(c10)R^(d10), S(O)₂R^(b10,) S(O)₂NR^(c10)R^(d10,) and     BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene     and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R¹¹; -   each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11),     C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11),     OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11),     NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11),     NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11),     NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11),     S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11) R^(i11); -   each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20),     C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20),     OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20),     NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20),     C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20),     C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20),     NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20),     NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20),     S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20) _(;) -   each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23),     C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23),     OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23),     NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23),     NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23),     NR^(c23)S(O)₂NR^(c23)R^(a23), S(O)R^(b23,) S(O)NR^(c23)R^(d23),     S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R²⁴; -   each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24),     SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24),     OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24),     NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24),     NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24),     NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24), S(O)R^(b24),     S(O)NR^(c24)R^(d24m), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24), and     BR^(h24)R^(i24); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30),     C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30),     OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30),     NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30),     NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30),     NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30),     S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31),     C(O)NR^(C31)R^(d31), C(O)OR^(a31), OC(O)R^(b31),     OC(O)NR^(C31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31),     NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31),     NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31),     NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31),     S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31) R^(i31); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃     alkylene are each optionally substituted with 1, 2, 3, or 4     substituents independently selected from R³²; -   each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered     heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32),     SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32),     OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32),     NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32),     NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32),     NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32),     S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and     BR^(h32)R^(i32); -   each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a50), SR^(a50), C(O)R^(b50),     C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50),     OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50),     NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50),     NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂R^(b50),     NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50), S(O)NR^(c50)R^(d50),     S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀     cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃     alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃     alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60),     C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60),     OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60),     NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60),     NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60),     NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60),     S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein     said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R^(g); -   each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a70),     SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70),     OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70),     NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70),     NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70),     NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70),     S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and     BR^(h70)R^(i70); -   each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R^(g); -   or any R^(c1) and R^(d1) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R^(g); -   each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   or any R^(c2) and R^(d2) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²³; -   each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³⁰; -   each R^(e3) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or any R^(c5) and R^(d5) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R⁵⁰; -   each R^(e5) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; -   or any R^(c7) and R^(d7) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R⁷⁰; -   each R^(e7) is independently selected from H, CN, C₁₋₆alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R¹¹; -   or any R^(c10) and R^(d10) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R¹¹; -   each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆alkylaminosulfonyl and di(C₁₋₆alkyl)aminosulfonyl; -   each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆alkyl and C₁₋₆ haloalkyl; -   each R^(a11), R^(b11), R^(c11) and R^(d11), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; -   or any R^(c11) and R^(d11) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c20) and R^(d20) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆     alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆     alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl,     carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl,     C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; -   each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a23), R^(b23), R^(c23) and R^(d23), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R²⁴; -   or any R^(c23) and R^(d23) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R²⁴; -   each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a24), R^(b24), R^(c24) and R^(d24), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; -   each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group; -   each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³¹; -   each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a31), R^(b31), R^(c31) and R^(d31), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and     4-7 membered heterocycloalkyl are each optionally substituted with     1, 2, 3, or 4 substituents independently selected from R³²; -   or any R^(c31) and R^(d31) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R³²; -   each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a32), R^(b32), R^(c32) and R^(d32), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆     haloalkyl; -   or any R^(c32) and R^(d32) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c50) and R^(d50) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R^(g); -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R^(g); -   each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; -   each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c70) and R^(d70) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆     alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to     the same B atom, together with the B atom to which they are     attached, form a 5- or 6-membered heterocycloalkyl group optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and -   each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆     alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl,     C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃     alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C_(1—3) alkoxy,     HO—C_(1—3) alkyl, cyano-C₁₋₃ alkyl, H₂N—C_(1—3) alkyl, amino, C₁₋₆     alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆     alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl,     di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆     alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino,     C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy,     di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino,     aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl,     aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆     alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆     alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino. -   In some embodiments, n is 0, 1, 2, 3, or 4.

In another embodiment, the compound of Formula I is a compound of Formula II:

or a pharmaceutically acceptable salt thereof.

-   In an embodiment of Formula II, or a pharmaceutically acceptable     salt thereof, -   X is selected from N and CR²; -   Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl,     C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1),     C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1),     NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1),     NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)₂R^(b1), and     S(O)₂NR^(c1)R^(d1); -   R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10     membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene,     5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a2),     SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2),     OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2),     NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), NR^(c2)S(O)₂R^(b2),     NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2);     wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀     cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN,     OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3),     OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3),     NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3)S(O)₂R^(b3),     NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)₂R^(b3), and S(O)₂NR^(c3)R^(d3);     wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀     cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN,     OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5),     OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5),     NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)₂R^(b5),     NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)₂R^(b5), and S(O)₂NR^(c5)R^(d5);     wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀     cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋ ₁₀aryl, 5-10     membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene and 5-10     membered heteroaryl-C₁₋₃ alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O or a C═S; -   n is 0, 1, 2, 3, 4, 5, or 6; -   R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said     C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10     membered heteroaryl-C₁₋₃alkylene are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃     alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN,     OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7),     OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7),     NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), NR^(c7)S(O)₂R^(b7),     NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)₂R^(b7), and S(O)₂NR^(c7)R^(d7); -   Cy² is selected from C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     wherein the N and S are optionally oxidized; wherein a ring-forming     carbon atom of 5-10 membered heteroaryl and 4-10 membered     heterocycloalkyl is optionally substituted by oxo to form a carbonyl     group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each     optionally substituted with 1, 2, 3 or 4 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a10), SR^(a10),     C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10),     OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10),     NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10),     NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)₂R^(b10),     and S(O)₂NR^(c10)R^(d10); -   each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a20), SR^(a20),     C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20),     OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20),     NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20),     NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)₂R^(b20),     and S(O)₂NR^(c20)R^(d20); -   each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a23), SR^(a23),     C(O)R^(b23), C(O)NR^(c23)R^(d23,) C(O)OR^(a23), OC(O)R^(b23),     OC(O)NR^(c23)R^(d23) NR^(c23)R^(d23), NR^(c23)C(O)R^(b23),     NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23),     NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)₂R^(b23),     and S(O)₂NR^(c23)R^(d23); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a30), SR^(a30),     C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30),     OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30),     NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30),     NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)₂R^(b30),     and S(O)₂NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene,     4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene     and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31),     C(O)R^(b31), C(O)NR^(c31)R^(d31,) C(O)OR^(a31), OC(O)R^(b31),     OC(O)NR^(C31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31),     NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31),     NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)₂R^(b31),     and S(O)₂NR^(c31)R^(d31); -   each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a50), SR^(a50),     C(O)R^(b50), C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50),     OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50),     NR^(c50)C(O)OR^(a50),     NR^(c50)C(O)NR^(c50)R^(d50)NR^(c50)S(O)₂R^(b50),     NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)₂R^(b50), and     S(O)₂NR^(c50)R^(d50); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,     C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered     heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10     membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a60), SR^(a60),     C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60),     OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60),     NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60,)     NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)₂R^(b60),     and S(O)₂NR^(c60)R^(d60); -   each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; -   or any R^(c1) and R^(d1) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R²³; -   or any R^(c2) and R^(d2) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R²³; -   each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³⁰; -   each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆     alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀     aryl and 5-10 membered heteroaryl, are each optionally substituted     with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; -   or any R^(c5) and R^(d5) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2     or 3 substituents independently selected from R⁶⁰; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10     membered heteroaryl; -   or any R^(c7) and R^(d7) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c10) and R^(d10) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c20) and R^(d20) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a23), R^(b23), R^(c23) and R^(d23), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; -   or any R^(c23) and R^(d23) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl,     C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally     substituted with 1, 2, 3, or 4 substituents independently selected     from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group optionally substituted with 1, 2,     3, or 4 substituents independently selected from R³¹; -   each R^(a31), R^(b31), R^(c31) and R^(d31), is independently     selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆     haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7     membered heterocycloalkyl; -   or any R^(c31) and R^(d31) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; -   or any R^(c50) and R^(d50) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group; -   each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected     from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and     5-10 membered heteroaryl; and -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, 6- or     7-membered heterocycloalkyl group. -   In some embodiments, n is 0, 1, 2, 3, or 4.

In yet another embodiment, the compound of Formula I is a compound of Formula III:

or a pharmaceutically acceptable salt thereof.

-   In an embodiment of Formula III, or a pharmaceutically acceptable     salt thereof, -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN; -   R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN,     OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl is optionally     substituted with 1 or 2 substituents independently selected from     R²³; -   Cy¹ is selected from C₃₋₁₀cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl; wherein     the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each     has at least one ring-forming carbon atom and 1, 2, 3, or 4     ring-forming heteroatoms independently selected from N, O, and S;     and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally     substituted with 1, 2, or 3 substituents independently selected from     R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl,     4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl,     halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3), and NR^(c3)R^(d3); wherein     said C₁₋₆ alkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀aryl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN,     OR^(a5), and NR^(c5)R^(d5); -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0, 1, or 2; -   R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₆₋₁₀aryl, and     5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₆₋₁₀aryl, and     5-10 membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN,     OR^(a7)and NR^(c7)R^(d7); -   Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6     membered heterocycloalkyl has at least one ring-forming carbon atom     and 1 or 2 ring-forming heteroatoms independently selected from N,     O, and S; and wherein the 4-6 membered heterocycloalkyl is     optionally substituted with 1 or 2 substituents independently     selected from R²⁰; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)R^(d10); -   each R²⁰ is independently selected from C₁₋₆ alkyl, and C₁₋₆     haloalkyl, halo, D, and CN; -   each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, OR^(a23), and NR^(c23)R^(d23); -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10     membered heteroaryl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀cycloalkyl, 4-10     membered heterocycloalkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl     are each optionally substituted with 1 or 2 substituents     independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, OR^(a31), and NR^(c31)R^(d31); -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN,     OR^(a60), C(O)NR^(c60)R^(d60), and NR^(c60)R^(d60); -   each R^(a2), R^(c2) and R^(d2) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is     optionally substituted with 1 or 2 substituents independently     selected from R²³; -   each R^(a3), R^(c3) and R^(d3) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl; wherein     said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, or 6-membered     heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³⁰; -   each R^(a5), R^(c5,) and R^(d5) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected     from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a10), R^(c10) and R^(d10) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a23), R^(c23) and R^(d23), is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; -   each R^(a30), R^(c30) and R^(d30) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein     said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl,     C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³¹; -   each R^(a31), R^(c31) and R^(d31) is independently selected from H,     C₁₋₆ alkyl, and C₁₋₆ haloalkyl; and -   each R^(a60), R^(c60) and R^(d60) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered     heterocycloalkyl; -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group. -   In another embodiment of Formula III, or a pharmaceutically     acceptable salt thereof, -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said     C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents     independently selected from R²³; -   Cy¹ is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl;     wherein the 5-10 membered heteroaryl each has at least one     ring-forming carbon atom and 1 or 2 ring-forming heteroatoms     independently selected from N and O; and wherein the C₆₋₁₀ aryl and     5-10 membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from R¹⁰; -   R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered     heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3),     and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and phenyl;     wherein said C₁₋₆ alkyl and phenyl are each optionally substituted     with 1 or 2 substituents independently selected from R⁶⁰; -   R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; -   Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6     membered heterocycloalkyl has at least one ring-forming carbon atom     and 1 or 2 ring-forming heteroatoms independently selected from N     and O; -   each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, CN, and OR^(a10); -   each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, and CN; -   each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, halo, D, CN, OR^(a30),     C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl,     4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     halo, D, and CN; -   each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl,     4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60),     C(O)NR^(c60)R^(d60), and NR^(c60)R^(d60); -   each R^(a3), R^(c3) and R^(d3) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and 5-10     membered heteroaryl; wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and 5-10 membered heteroaryl are each optionally     substituted with 1 or 2 substituents independently selected from     R³⁰; -   or any R^(c3) and R^(d3) attached to the same N atom, together with     the N atom to which they are attached, form a 4-, 5-, or 6-membered     heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³⁰; -   each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆     haloalkyl; -   each R^(a30), R^(c30) and R^(d30) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and     C₆₋₁₀ aryl; wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl,     and C₆₋₁₀ aryl are each optionally substituted with 1 or 2     substituents independently selected from R³¹; -   or any R^(c30) and R^(d30) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group optionally substituted with 1 or 2     substituents independently selected from R³¹; and -   each R^(a60), R^(c60) and R^(d60) is independently selected from H,     C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; -   or any R^(c60) and R^(d60) attached to the same N atom, together     with the N atom to which they are attached, form a 4-, 5-, or     6-membered heterocycloalkyl group. -   In an embodiment of Formula I, or a pharmaceutically acceptable salt     thereof, -   X is selected from N and CR²; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is selected from H and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is     optionally substituted with 1 or 2 substituents independently     selected from R²³; -   Cy¹ is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl;     wherein the 5-10 membered heteroaryl each has at least one     ring-forming carbon atom and 1 or 2 ring-forming heteroatoms     independently selected from N and O; and wherein the C₆₋₁₀ aryl and     5-10 membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from R¹⁰; -   R³N     CR⁴ is a double bond, -   R³ is absent; -   R⁴ is selected from H, C₁₋₆ alkyl, 4-10 membered heterocycloalkyl,     5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10     membered heterocycloalkyl, and 5-10 membered heteroaryl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰; -   R⁵ is C₁₋₆ alkyl; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆     alkyl, and phenyl are each optionally substituted with 1 or 2     substituents independently selected from R⁶⁰; -   R⁷ is H or halo; -   Cy² is 4-6 membered heterocycloalkyl; wherein the 4-6 membered     heterocycloalkyl has at least one ring-forming carbon atom and 1 or     2 ring-forming heteroatoms independently selected from N and O; -   each R¹⁰ is independently selected from halo and OR^(a10); -   each R²³ is CN; -   each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and C₆₋₁₀ aryl are each optionally substituted     with 1 or 2 substituents independently selected from R³¹; -   each R³¹ is independently selected from C₁₋₆ alkyl and halo; -   each R⁶⁰ is independently selected from 4-10 membered     heterocycloalkyl and C(O)NR^(c60)R^(d60); -   R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents     independently selected from R³⁰; -   each R^(a10) is independently selected from H and C₁₋₆ alkyl; -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl; and -   each R^(c60) and R^(d60) is H. -   In another embodiment of Formula I, or a pharmaceutically acceptable     salt thereof, -   X is selected from N and CR²; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is C₁₋₆ alkyl optionally substituted with CN; -   Cy¹ is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl;     wherein the 5-10 membered heteroaryl each has at least one     ring-forming carbon atom and 1 or 2 ring-forming heteroatoms     independently selected from N and O; and wherein the C₆₋₁₀ aryl and     5-10 membered heteroaryl are each optionally substituted with 1 or 2     substituents independently selected from halo and OH; -   R³N     CR⁴ is a double bond, -   R³ is absent; -   R⁴ is selected from H, C₁₋₆ alkyl, 4-10 membered heterocycloalkyl,     5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10     membered heterocycloalkyl, and 5-10 membered heteroaryl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰; -   R⁵ is C₁₋₆ alkyl; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆     alkyl, and phenyl are each optionally substituted with 1 or 2     substituents independently selected from 4-10 membered     heterocycloalkyl and C(O)NH₂; -   R⁷ is H or halo; -   Cy² is 4-6 membered heterocycloalkyl; wherein the 4-6 membered     heterocycloalkyl has at least one ring-forming carbon atom and 1 or     2 ring-forming heteroatoms independently selected from N and O; -   each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, C₆₋₁₀ aryl, C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered     heterocycloalkyl, and C₆₋₁₀ aryl are each optionally substituted     with 1 or 2 substituents independently selected from C₁₋₆ alkyl and     halo; -   R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents     independently selected from R³⁰; and -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl.

In still another embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

-   X is selected from N and CR²; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is C₁₋₆ alkyl optionally substituted with CN; -   Cy¹ is selected from indolyl, phenyl, and napthyl, each of which are     optionally substituted with 1 or 2 substituents independently     selected from halo and OH; -   R³N     CR⁴ is a double bond, -   R³ is absent; -   R⁴ is selected from H, C₁₋₆ alkyl, azetidinyl, imidazolyl,     pyridinyl, quinolinyl, phenyl, and OR^(a3); wherein said C₁₋₆ alkyl,     azetidinyl, imidazolyl, pyridinyl, quinolinyl, and phenyl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰; -   R⁵ is C₁₋₆ alkyl; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆     alkyl, and phenyl are each optionally substituted with 1 or 2     substituents independently selected from 4-10 membered     heterocycloalkyl and C(O)NH₂; -   R⁷ is halo; -   Cy² is 4-6 membered heterocycloalkyl; wherein the 4-6 membered     heterocycloalkyl has at least four ring-forming carbon atoms and 1     or 2 ring-forming nitrogen atoms; -   each R³⁰ is independently selected from C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, phenyl, C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, and phenyl are each optionally     substituted with 1 or 2 substituents independently selected from     C₁₋₆ alkyl and halo; -   R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents     independently selected from R³⁰; and -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl.

In an embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

-   X is CR²; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is C₁₋₆ alkyl optionally substituted with CN; -   Cy¹ is selected from indolyl, phenyl, and napthyl, each of which are     optionally substituted with 1 or 2 substituents independently     selected from halo and OH; -   R³N     CR⁴ is a double bond, -   R³ is absent; -   R⁴ is selected from H, C₁₋₆ alkyl, azetidinyl, imidazolyl,     pyridinyl, quinolinyl, phenyl, and OR^(a3); wherein said C₁₋₆ alkyl,     azetidinyl, imidazolyl, pyridinyl, quinolinyl, and phenyl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰; -   R⁵ is C₁₋₆ alkyl; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆     alkyl, and phenyl are each optionally substituted with 1 or 2     substituents independently selected from 4-10 membered     heterocycloalkyl and C(O)NH₂; -   R⁷ is halo; -   Cy² is 4-6 membered heterocycloalkyl; wherein the 4-6 membered     heterocycloalkyl has at least four ring-forming carbon atoms and 1     or 2 ring-forming nitrogen atoms; -   each R³⁰ is independently selected from C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, phenyl, C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, and phenyl are each optionally     substituted with 1 or 2 substituents independently selected from     C₁₋₆ alkyl and halo; -   R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents     independently selected from R³⁰; and -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl. -   In still another embodiment of Formula I, or a pharmaceutically     acceptable salt thereof, -   X is selected from N and CR²; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is C₁₋₆ alkyl optionally substituted with CN; -   Cy¹ is selected from indolyl, phenyl, and napthyl, each of which are     optionally substituted with 1 or 2 substituents independently     selected from halo and OH; -   R³N     CR⁴ is a double bond, -   R³ is absent; -   R⁴ is selected from H, C₁₋₆ alkyl, azetidinyl, imidazolyl,     pyridinyl, quinolinyl, phenyl, and OR^(a3); wherein said C₁₋₆ alkyl,     azetidinyl, imidazolyl, pyridinyl, quinolinyl, and phenyl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰; -   R⁵ is C₁₋₆ alkyl; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆     alkyl, and phenyl are each optionally substituted with 1 or 2     substituents independently selected from 4-10 membered     heterocycloalkyl and C(O)NH₂; -   R⁷ is halo; -   Cy² is azabicyclo[2.1.1]hexane; -   each R³⁰ is independently selected from C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, phenyl, C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, and phenyl are each optionally     substituted with 1 or 2 substituents independently selected from     C₁₋₆ alkyl and halo; -   R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents     independently selected from R³⁰; and -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl. -   In another embodiment of Formula I, or a pharmaceutically acceptable     salt thereof, -   X is CR²; -   Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally     substituted with one or two substituents independently selected from     R⁵; -   R¹ is H; -   R² is C₁₋₆ alkyl optionally substituted with CN; -   Cy¹ is selected from indolyl, phenyl, and napthyl, each of which are     optionally substituted with 1 or 2 substituents independently     selected from halo and OH; -   R³N     CR⁴ is a double bond, -   R³ is absent; -   R⁴ is selected from H, C₁₋₆ alkyl, azetidinyl, imidazolyl,     pyridinyl, quinolinyl, phenyl, and OR^(a3); wherein said C₁₋₆ alkyl,     azetidinyl, imidazolyl, pyridinyl, quinolinyl, and phenyl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰; -   R⁵ is C₁₋₆ alkyl; -   or two R⁵ attached to the same C atom, together with the C atom to     which they are attached, form a C═O; -   n is 0 or 1; -   R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆     alkyl, and phenyl are each optionally substituted with 1 or 2     substituents independently selected from 4-10 membered     heterocycloalkyl and C(O)NH₂; -   R⁷ is halo; -   Cy² is azabicyclo[2.1.1]hexane; -   each R³⁰ is independently selected from C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, phenyl, C(O)NR^(c30)R^(d30), and     NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, pyrrolidinyl,     hexahydropyrrolizinyl, piperidinyl, and phenyl are each optionally     substituted with 1 or 2 substituents independently selected from     C₁₋₆ alkyl and halo; -   R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents     independently selected from R³⁰; and -   each R^(c30) and R^(d30) is independently selected from H and C₁₋₆     alkyl.

In yet another embodiment, the compound of Formula I is a compound of Formula IV:

or a pharmaceutically acceptable salt thereof.

In still another embodiment, the compound of Formula I is a compound of Formula V:

or a pharmaceutically acceptable salt thereof.

In yet another embodiment, the compound of Formula I is a compound of Formula VI:

or a pharmaceutically acceptable salt thereof, wherein:

-   Y is C(═O), CH₂, CHR⁵, and NR⁶; and -   Z is C(═O), CHR⁵, or CH₂, when     is a single bond; or -   Z is CH or CR⁵ when     is a double bond.

In an embodiment, Y is CH₂. In another embodiment, Y is NR⁶. In an embodiment, Y is O. In an embodiment, Y is CH₂, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵.

In an embodiment,

represents a single bond. In another embodiment,

represents a double bond.

In yet another embodiment, R¹ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN. In still another embodiment, R¹ is H.

In an embodiment, R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³. In another embodiment, R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³. In yet another embodiment, R² is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R²³. In still another embodiment, R² is C₁₋₆ alkyl optionally substituted with CN.

In another embodiment, Cy¹ is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰.

In an embodiment, Cy¹ is selected from from C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰.

In an embodiment, Cy¹ is selected from C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from halo, OH, and OC₁₋₆ alkyl.

In another embodiment, Cy¹ is selected from indolyl, phenyl, and napthyl, each of which are optionally substituted with 1 or 2 substituents independently selected from halo and OH.

In an embodiment, R³N

CR⁴ is a double bond, and R³ is absent.

In another embodiment, R³N

CR⁴ is a single bond, and R⁴ is ═O.

In yet another embodiment, R³ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰.

In an embodiment, R³ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰. In another embodiment, R³ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R³⁰.

In yet another embodiment,

-   R³N     CR⁴ is a double bond, -   R³ is absent; and -   R⁴ is selected from H, C₁₋₆ alkyl, 4-10 membered heterocycloalkyl,     5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10     membered heterocycloalkyl, and 5-10 membered heteroaryl are each     optionally substituted with 1 or 2 substituents independently     selected from R³⁰. -   In still another embodiment, -   R³N     CR⁴ is a double bond, -   R³ is absent; and -   R⁴ is selected from H, C₁₋₆ alkyl, 4-10 membered heterocycloalkyl,     5-10 membered heteroaryl, and OC₁₋₆ alkyl; wherein said C₁₋₆ alkyl,     4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are     each optionally substituted with 1 or 2 substituents independently     selected from R³⁰.

In an embodiment, R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰.

In another embodiment, R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰.

In an embodiment, R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a5), and NR^(c5)R^(d5). In an embodiment, R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In another embodiment, R⁵ is C₁₋₆ alkyl. In yet another embodiment, two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O.

In an embodiment, n is 0, 1, or 2. In another embodiment, n is 0 or 1. In still another embodiment, n is 0. In an embodiment, n is 1.

In another embodiment, R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₆₋₁₀aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰. In yet another embodiment, R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and phenyl; wherein said C₁₋₆ alkyl, and phenyl, are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰. In still another embodiment, R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆ alkyl and phenyl are each optionally substituted with 1 or 2 substituents independently selected from 4-10 membered heterocycloalkyl and C(O)NR^(c60)R^(d60).

In an embodiment, R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7)and NR^(c7)R^(d7). In another embodiment, R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In yet another embodiment, R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and halo. In still another embodiment, R⁷ is selected from H and C₁₋₆ alkyl. In an embodiment, R⁷ is halo.

In an embodiment, Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N, O, and S; and wherein the 4-6 membered heterocycloalkyl, is optionally substituted with 1 or 2 substituents independently selected from R²⁰. In another embodiment, Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O. In yet another embodiment, Cy² is azabicyclo[2.1.1]hexane.

In another embodiment, Cy² is selected from

Cy²-a, Cy²-b, Cy²-c, Cy²-d, and Cy²-e;

wherein m is 0, 1 or 2.

In an embodiment, Cy² is Cy²-a. In another embodiment, Cy² is Cy²-b. In yet another embodiment, Cy² is Cy²-c. In still another embodiment, Cy² is Cy²-d. In an embodiment, Cy² is Cy²-e. In an embodiment, Cy² is selected from Cy²-a and Cy²-e.

In an embodiment, m is 0. In another embodiment, m is 1. In yet another embodiment, m is 2. In still another embodiment, m is 0 or 1.

In an embodiment, each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a10), C(O)NR^(C10)R^(d10), and NR^(c10)R^(d10). In another embodiment, each R¹⁰ is independently selected from each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10). In still another embodiment, each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, and OH. In an embodiment, each R¹⁰ is independently selected from halo and OR^(a10). In another embodiment, each R¹⁰ is independently selected from halo and OH.

In an embodiment, each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D,and CN. In another embodiment, each R²³ is independently selected from C₁₋₆ alkyl halo, and CN. In an embodiment, each R²³ is CN.

In yet another embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In still another embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and C₆₋₁₀aryl are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In yet another embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, C(O)NH₂, and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl are each optionally substituted with 1 or 2 substituents independently selected from C₁₋₆ alkyl and halo. In still another embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, phenyl, C(O)NH₂, and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and phenyl are each optionally substituted with 1 or 2 substituents independently selected from C₁₋₆ alkyl and halo.

In an embodiment, each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a31), and NR^(c31)R^(d31). In another embodiment, each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In yet another embodiment, each R³¹ is independently selected from C₁₋₆ alkyl and halo.

In an embodiment, each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), and NR^(c60)R^(d60). In another embodiment, each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), and NR^(c60)R^(d60). In yet another embodiment, each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl and C(O)NR^(c60)R^(d60).

In still another embodiment, at least one of R¹, R², and R⁷ is other than substituted or unsubstituted aryl or heteroaryl.

In another embodiment, the compound of Formula I is selected from

-   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(1H-indol-3-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1     -((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoronaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoro-3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   5-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-5-yl)-N-methylpicolinamide; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-5-(quinolin-7-yl)-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(1-methyl-1H-imidazol-4-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(5-benzyl-1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-5-yl)-N-methylbenzamide; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-5-(((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; -   3-(1-((encfo)-2-azabicyclo[2.1.1]hexan-5-yl)-5-(3-(dimethylamino)azetidin-1-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; -   3-(1-((encfo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; -   3-(1-((encfo)-2-azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-4-phenyl-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-4-(2-(piperidin-4-yl)ethyl)-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; -   2-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-2,3-dihydropyrazino[2,3-c]quinolin-4(1H)-yl)acetamide;     and -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile;

or a pharmaceutically acceptable salt thereof.

In another embodiment, the compound of Formula Ia is selected from:

-   3-(1-((1R,4R)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile;     and -   3-(1-((1R,4R)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoro-3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile;

or a pharmaceutically acceptable salt thereof.

In yet another embodiment, the compound of Formula Ia is selected from:

-   8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile; -   3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-3-(1     -methyl-1H-pyrazol-4-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; -   3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-3-(2-oxopyrrolidin-1-yl)-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile;     and -   8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-3-((1-methyl-1H-pyrazol-4-yl)amino)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile;

or a pharmaceutically acceptable salt thereof.

In an embodiment, compounds of the Formulae herein are compounds of the Formulae or pharmaceutically acceptable salts thereof.

In another aspect, provided herein is a pharmaceutical composition comprising the compound of Formula I, or a pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable carrier.

In an aspect, provided herein is a method of inhibiting a KRAS protein harboring a G12C mutation, said method comprising contacting a compound of the instant disclosure with KRAS.

In another aspect, provided herein is a method of inhibiting a KRAS protein harboring a G12D mutation, said method comprising contacting a compound of the instant disclosure with KRAS.

In yet another aspect, provided herein is a method of inhibiting a KRAS protein harboring a G12V mutation, said method comprising contacting a compound of the instant disclosure with KRAS.

It is further appreciated that certain features of the present disclosure, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the present disclosure which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination. Thus, it is contemplated as features described as embodiments of the compounds of Formula I can be combined in any suitable combination.

At various places in the present specification, certain features of the compounds are disclosed in groups or in ranges. It is specifically intended that such a disclosure include each and every individual subcombination of the members of such groups and ranges. For example, the term “C₁₋₆ alkyl” is specifically intended to individually disclose (without limitation) methyl, ethyl, C₃ alkyl, C₄ alkyl, C₅ alkyl and C₆ alkyl.

The term “n-membered,” where n is an integer, typically describes the number of ring-forming atoms in a moiety where the number of ring-forming atoms is n. For example, piperidinyl is an example of a 6-membered heterocycloalkyl ring, pyrazolyl is an example of a 5-membered heteroaryl ring, pyridyl is an example of a 6-membered heteroaryl ring and 1,2,3,4-tetrahydro-naphthalene is an example of a 10-membered cycloalkyl group.

At various places in the present specification, variables defining divalent linking groups may be described. It is specifically intended that each linking substituent include both the forward and backward forms of the linking substituent. For example, —NR(CR′R″)_(n)—includes both —NR(CR′R″)_(n)— and —(CR′R″)_(n)NR— and is intended to disclose each of the forms individually. Where the structure requires a linking group, the Markush variables listed for that group are understood to be linking groups. For example, if the structure requires a linking group and the Markush group definition for that variable lists “alkyl” or “aryl” then it is understood that the “alkyl” or “aryl” represents a linking alkylene group or arylene group, respectively.

The term “substituted” means that an atom or group of atoms formally replaces hydrogen as a “substituent” attached to another group. The term “substituted,” unless otherwise indicated, refers to any level of substitution, e.g., mono-, di-, tri-, tetra- or penta-substitution, where such substitution is permitted. The substituents are independently selected, and substitution may be at any chemically accessible position. It is to be understood that substitution at a given atom is limited by valency. It is to be understood that substitution at a given atom results in a chemically stable molecule. The phrase “optionally substituted” means unsubstituted or substituted. The term “substituted” means that a hydrogen atom is removed and replaced by a substituent. A single divalent substituent, e.g., oxo, can replace two hydrogen atoms.

The term “C_(n-m)” indicates a range which includes the endpoints, wherein n and m are integers and indicate the number of carbons. Examples include C₁₋₄, C₁₋₆ and the like.

The term “alkyl” employed alone or in combination with other terms, refers to a saturated hydrocarbon group that may be straight-chained or branched. The term “C_(n-m) alkyl,” refers to an alkyl group having n to m carbon atoms. An alkyl group formally corresponds to an alkane with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. In some embodiments, the alkyl group contains from 1 to 6 carbon atoms, from 1 to 4 carbon atoms, from 1 to 3 carbon atoms, or 1 to 2 carbon atoms. Examples of alkyl moieties include, but are not limited to, chemical groups such as methyl, ethyl, n-propyl, isopropyl, n-butyl, tert-butyl, isobutyl, sec-butyl; higher homologs such as 2-methyl-1-butyl, n-pentyl, 3-pentyl, n-hexyl, 1,2,2-trimethylpropyl and the like.

The term “alkenyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more double carbon-carbon bonds. An alkenyl group formally corresponds to an alkene with one C—H bond replaced by the point of attachment of the alkenyl group to the remainder of the compound. The term “C_(n-m) alkenyl” refers to an alkenyl group having n to m carbons. In some embodiments, the alkenyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms. Example alkenyl groups include, but are not limited to, ethenyl, n-propenyl, isopropenyl, n-butenyl, sec-butenyl and the like.

The term “alkynyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more triple carbon-carbon bonds. An alkynyl group formally corresponds to an alkyne with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. The term “C_(n-m) alkynyl” refers to an alkynyl group having n to m carbons. Example alkynyl groups include, but are not limited to, ethynyl, propyn-1-yl, propyn-2-yl and the like. In some embodiments, the alkynyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms.

The term “alkylene,” employed alone or in combination with other terms, refers to a divalent alkyl linking group. An alkylene group formally corresponds to an alkane with two C-H bond replaced by points of attachment of the alkylene group to the remainder of the compound. The term “C_(n-m) alkylene” refers to an alkylene group having n to m carbon atoms. Examples of alkylene groups include, but are not limited to, ethan-1,2-diyl, ethan-1,1-diyl, propan-1,3-diyl, propan-1,2-diyl, propan-1,1-diyl, butan-1,4-diyl, butan-1,3-diyl, butan-1,2-diyl, 2-methyl-propan-1,3-diyl and the like.

The term “alkoxy,” employed alone or in combination with other terms, refers to a group of formula —O—alkyl, wherein the alkyl group is as defined above. The term “C_(n-m) alkoxy” refers to an alkoxy group, the alkyl group of which has n to m carbons. Example alkoxy groups include methoxy, ethoxy, propoxy (e.g., n-propoxy and isopropoxy), t-butoxy and the like. In some embodiments, the alkyl group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms. The term “C_(n-m)dialkoxy” refers to a linking group of formula —O—(C_(n—m) alkyl)—O—, the alkyl group of which has n to m carbons. Example dialkyoxy groups include —OCH₂CH₂O—and OCH₂CH₂CH₂O—. In some embodiments, the two O atoms of a C_(n-m) dialkoxy group may be attached to the same B atom to form a 5- or 6- membered heterocycloalkyl group.

The term “alkylthio,” employed alone or in combination with other terms, refers to a group of formula —S—alkyl, wherein the alkyl group is as defined above.

The term “amino,” employed alone or in combination with other terms, refers to a group of formula —NH₂, wherein the hydrogen atoms may be substituted with a substituent described herein. For example, “alkylamino” can refer to —NH(alkyl) and —N(alkyl)₂.

The term “carbonyl,” employed alone or in combination with other terms, refers to a —C(═O)— group, which also may be written as C(O).

The term “cyano” or “nitrile” refers to a group of formula —C═N, which also may be written as —CN.

The term “carbamyl,” as used herein, refers to a —NHC(O)O— or —OC(O)NH— group, wherein the carbon atom is doubly bound to one oxygen atom, and singly bound to a nitrogen and second oxygen atom.

The terms “halo” or “halogen,” used alone or in combination with other terms, refers to fluoro, chloro, bromo and iodo. In some embodiments, “halo” refers to a halogen atom selected from F, Cl, or Br. In some embodiments, halo groups are F.

The term “haloalkyl” as used herein refers to an alkyl group in which one or more of the hydrogen atoms has been replaced by a halogen atom. The term “C_(n-m) haloalkyl” refers to a C_(n-m) alkyl group having n to m carbon atoms and from at least one up to {2(n to m)+1} halogen atoms, which may either be the same or different. In some embodiments, the halogen atoms are fluoro atoms. In some embodiments, the haloalkyl group has 1 to 6 or 1 to 4 carbon atoms. Example haloalkyl groups include CF₃, C₂F₅, CHF₂, CH₂F, CCl₃, CHCl₂, C₂Cl₅ and the like. In some embodiments, the haloalkyl group is a fluoroalkyl group.

The term “haloalkoxy,” employed alone or in combination with other terms, refers to a group of formula —O—haloalkyl, wherein the haloalkyl group is as defined above. The term “C_(n-m) haloalkoxy” refers to a haloalkoxy group, the haloalkyl group of which has n to m carbons. Example haloalkoxy groups include trifluoromethoxy and the like. In some embodiments, the haloalkoxy group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms.

The term “oxo” or “oxy” refers to an oxygen atom as a divalent substituent, forming a carbonyl group when attached to carbon, or attached to a heteroatom forming a sulfoxide or sulfone group, or an N-oxide group. In some embodiments, heterocyclic groups may be optionally substituted by 1 or 2 oxo (═O) substituents.

The term “sulfonyl” refers to a —SO₂— group wherein a sulfur atom is doubly bound to two oxygen atoms.

The term “sulfinyl” refers to a —SO— group wherein a sulfur atom is doubly bound to one oxygen atom.

The term “oxidized” in reference to a ring-forming N atom refers to a ring-forming N-oxide.

The term “oxidized” in reference to a ring-forming S atom refers to a ring-forming sulfonyl or ring-forming sulfinyl.

The term “aromatic” refers to a carbocycle or heterocycle having one or more polyunsaturated rings having aromatic character (i.e., having (4n + 2) delocalized π (pi) electrons where n is an integer).

The term “aryl,” employed alone or in combination with other terms, refers to an aromatic hydrocarbon group, which may be monocyclic or polycyclic (e.g., having 2 fused rings). The term “C_(n-m) aryl” refers to an aryl group having from n to m ring carbon atoms. Aryl groups include, e.g., phenyl, naphthyl, and the like. In some embodiments, aryl groups have from 6 to about 10 carbon atoms. In some embodiments, aryl groups have 6 carbon atoms. In some embodiments, aryl groups have 10 carbon atoms. In some embodiments, the aryl group is phenyl. In some embodiments, the aryl group is naphthyl.

The term “heteroaryl” or “heteroaromatic,” employed alone or in combination with other terms, refers to a monocyclic or polycyclic aromatic heterocycle having at least one heteroatom ring member selected from sulfur, oxygen and nitrogen. In some embodiments, the heteroaryl ring has 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, any ring-forming N in a heteroaryl moiety can be an N-oxide. In some embodiments, the heteroaryl has 5-14 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-10 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-6 ring atoms and 1 or 2 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl is a five-membered or six-membered heteroaryl ring. In other embodiments, the heteroaryl is an eight-membered, nine-membered or ten-membered fused bicyclic heteroaryl ring. Example heteroaryl groups include, but are not limited to, pyridinyl (pyridyl), pyrimidinyl, pyrazinyl, pyridazinyl, pyrrolyl, pyrazolyl, azolyl, oxazolyl, isoxazolyl, thiazolyl, imidazolyl, furanyl, thio-phenyl, quinolinyl, isoquinolinyl, naphthyridinyl (including 1,2-, 1,3-, 1,4-, 1,5-, 1,6-, 1,7-, 1,8-, 2,3- and 2,6-naphthyridine), indolyl, isoindolyl, benzothiophenyl, benzofuranyl, benzisoxazolyl, imidazo[1,2-b]thiazolyl, purinyl, and the like. In some embodiments, the heteroaryl group is pyridone (e.g., 2-pyridone).

A five-membered heteroaryl ring is a heteroaryl group having five ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary five-membered ring heteroaryls include thienyl, furyl, pyrrolyl, imidazolyl, thiazolyl, oxazolyl, pyrazolyl, isothiazolyl, isoxazolyl, 1,2,3-triazolyl, tetrazolyl, 1,2,3-thiadiazolyl, 1,2,3-oxadiazolyl, 1,2,4-triazolyl, 1,2,4-thiadiazolyl, 1,2,4-oxadiazolyl, 1,3,4-triazolyl, 1,3,4-thiadiazolyl and 1,3,4-oxadiazolyl.

A six-membered heteroaryl ring is a heteroaryl group having six ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary six-membered ring heteroaryls are pyridyl, pyrazinyl, pyrimidinyl, triazinyl, isoindolyl, and pyridazinyl.

The term “cycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic hydrocarbon ring system (monocyclic, bicyclic or polycyclic), including cyclized alkyl and alkenyl groups. The term “C_(n-m) cycloalkyl” refers to a cycloalkyl that has n to m ring member carbon atoms. Cycloalkyl groups can include mono- or polycyclic (e.g., having 2, 3 or 4 fused rings) groups and spirocycles. Cycloalkyl groups can have 3, 4, 5, 6 or 7 ring-forming carbons (C₃₋₇). In some embodiments, the cycloalkyl group has 3 to 6 ring members, 3 to 5 ring members, or 3 to 4 ring members. In some embodiments, the cycloalkyl group is monocyclic. In some embodiments, the cycloalkyl group is monocyclic or bicyclic. In some embodiments, the cycloalkyl group is a C₃₋₆ monocyclic cycloalkyl group. Ring-forming carbon atoms of a cycloalkyl group can be optionally oxidized to form an oxo or sulfido group. Cycloalkyl groups also include cycloalkylidenes. In some embodiments, cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl or cyclohexyl. Also included in the definition of cycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the cycloalkyl ring, e.g., benzo or thienyl derivatives of cyclopentane, cyclohexane and the like. A cycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, cyclohexenyl, cyclohexadienyl, cycloheptatrienyl, norbornyl, norpinyl, norcarnyl, bicyclo[1.1.1]pentanyl, bicyclo[2.1.1]hexanyl, and the like. In some embodiments, the cycloalkyl group is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl. In another embodiment, the cycloalkyl group is tetrahydronaphthalene.

The term “heterocycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic ring or ring system, which may optionally contain one or more alkenylene groups as part of the ring structure, which has at least one heteroatom ring member independently selected from nitrogen, sulfur, oxygen and phosphorus, and which has 4-10 ring members, 4-7 ring members, or 4-6 ring members. Included within the term “heterocycloalkyl” are monocyclic 4-, 5-, 6- and 7-membered heterocycloalkyl groups. Heterocycloalkyl groups can include mono- or bicyclic (e.g., having two fused or bridged rings) or spirocyclic ring systems. In some embodiments, the heterocycloalkyl group is a monocyclic group having 1, 2 or 3 heteroatoms independently selected from nitrogen, sulfur and oxygen. Ring-forming carbon atoms and heteroatoms of a heterocycloalkyl group can be optionally oxidized to form an oxo or sulfido group or other oxidized linkage (e.g., C(O), S(O), C(S) or S(O)₂, N-oxide etc.) or a nitrogen atom can be quaternized. The heterocycloalkyl group can be attached through a ring-forming carbon atom or a ring-forming heteroatom. In some embodiments, the heterocycloalkyl group contains 0 to 3 double bonds. In some embodiments, the heterocycloalkyl group contains 0 to 2 double bonds. Also included in the definition of heterocycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the heterocycloalkyl ring, e.g., benzo or thienyl derivatives of piperidine, morpholine, azepine, etc. A heterocycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of heterocycloalkyl groups include 2,5-diazabicyclo[2.2.1]heptanyl; pyrrolidinyl; pyrrolidinonyl; hexahydropyrrolo[3,4-b]pyrrol-1(2H)-yl; 1,6-dihydropyridinyl; morpholinyl; azetidinyl; piperazinyl; and 4,7-diazaspiro[2.5]octan-7-yl.

At certain places, the definitions or embodiments refer to specific rings (e.g., an azetidine ring, a pyridine ring, etc.). Unless otherwise indicated, these rings can be attached to any ring member provided that the valency of the atom is not exceeded. For example, an azetidine ring may be attached at any position of the ring, whereas an azetidin-3-yl ring is attached at the 3-position.

The compounds described herein can be asymmetric (e.g., having one or more stereocenters). All stereoisomers, such as enantiomers and diastereomers, are intended unless otherwise indicated. Compounds of the present disclosure that contain asymmetrically substituted carbon atoms can be isolated in optically active or racemic forms. Methods on how to prepare optically active forms from optically inactive starting materials are known in the art, such as by resolution of racemic mixtures or by stereoselective synthesis. Many geometric isomers of olefins, C═N double bonds and the like can also be present in the compounds described herein, and all such stable isomers are contemplated in the present disclosure. Cis and trans geometric isomers of the compounds of the present disclosure are described and may be isolated as a mixture of isomers or as separated isomeric forms.

Resolution of racemic mixtures of compounds can be carried out by any of numerous methods known in the art. One method includes fractional recrystallization using a chiral resolving acid which is an optically active, salt-forming organic acid. Suitable resolving agents for fractional recrystallization methods are, e.g., optically active acids, such as the D and L forms of tartaric acid, diacetyltartaric acid, dibenzoyltartaric acid, mandelic acid, malic acid, lactic acid or the various optically active camphorsulfonic acids such as β-camphorsulfonic acid. Other resolving agents suitable for fractional crystallization methods include stereoisomerically pure forms of α-methylbenzylamine (e.g., S and R forms, or diastereomerically pure forms), 2-phenylglycinol, norephedrine, ephedrine, N-methylephedrine, cyclohexylethylamine, 1,2-diaminocyclohexane and the like.

Resolution of racemic mixtures can also be carried out by elution on a column packed with an optically active resolving agent (e.g., dinitrobenzoylphenylglycine). Suitable elution solvent composition can be determined by one skilled in the art.

In some embodiments, the compounds disclosed herein have the (R)-configuration. In other embodiments, the compounds have the (S)-configuration. In compounds with more than one chiral centers, each of the chiral centers in the compound may be independently (R) or (S), unless otherwise indicated.

Compounds of the present disclosure also include tautomeric forms. Tautomeric forms result from the swapping of a single bond with an adjacent double bond together with the concomitant migration of a proton. Tautomeric forms include prototropic tautomers which are isomeric protonation states having the same empirical formula and total charge. Example prototropic tautomers include ketone - enol pairs, amide - imidic acid pairs, lactam - lactim pairs, enamine - imine pairs, and annular forms where a proton can occupy two or more positions of a heterocyclic system, e.g., 1H- and 3H-imidazole, 1H-, 2H- and 4H-1,2,4-triazole, 1H- and 2H- isoindole and 1H- and 2H-pyrazole. Tautomeric forms can be in equilibrium or sterically locked into one form by appropriate substitution.

Compounds disclosed herein can also include all isotopes of atoms occurring in the intermediates or final compounds. Isotopes include those atoms having the same atomic number but different mass numbers. For example, isotopes of hydrogen include tritium and deuterium. One or more constituent atoms of the compounds of the present disclosure can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced or substituted by deuterium. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 deuterium atoms. Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (A. Kerekes et.al. J. Med. Chem. 2011, 54, 201-210; R. Xu et.al. J. Label Compd. Radiopharm. 2015, 58, 308-312).

The term “compound” as used herein is meant to include all stereoisomers, geometric isomers, tautomers and isotopes of the structures depicted. The term is also meant to refer to compounds provided herein, regardless of how they are prepared, e.g., synthetically, through biological process (e.g., metabolism or enzyme conversion), or a combination thereof.

All compounds, and pharmaceutically acceptable salts thereof, can be found together with other substances such as water and solvents (e.g., hydrates and solvates) or can be isolated. When in the solid state, the compounds described herein and salts thereof may occur in various forms and may, e.g., take the form of solvates, including hydrates. The compounds may be in any solid state form, such as a polymorph or solvate, so unless clearly indicated otherwise, reference in the specification to compounds and salts thereof should be understood as encompassing any solid state form of the compound.

In some embodiments, the compounds disclosed herein, or salts thereof, are substantially isolated. By “substantially isolated” is meant that the compound is at least partially or substantially separated from the environment in which it was formed or detected. Partial separation can include, e.g., a composition enriched in the present compounds. Substantial separation can include compositions containing at least about 50%, at least about 60%, at least about 70%, at least about 80%, at least about 90%, at least about 95%, at least about 97%, or at least about 99% by weight of the compounds disclosed herein, or salt thereof.

The phrase “pharmaceutically acceptable” is employed herein to refer to those compounds, materials, compositions and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, or other problem or complication, commensurate with a reasonable benefit/risk ratio.

The expressions “ambient temperature” and “room temperature,” as used herein, are understood in the art, and refer generally to a temperature, e.g., a reaction temperature, that is about the temperature of the room in which the reaction is carried out, e.g., a temperature from about 20° C. to about 30° C.

The present disclosure also includes pharmaceutically acceptable salts of the compounds described herein. The term “pharmaceutically acceptable salts” refers to derivatives of the disclosed compounds wherein the parent compound is modified by converting an existing acid or base moiety to its salt form. Examples of pharmaceutically acceptable salts include, but are not limited to, mineral or organic acid salts of basic residues such as amines; alkali or organic salts of acidic residues such as carboxylic acids; and the like. The pharmaceutically acceptable salts of the present disclosure include the non-toxic salts of the parent compound formed, e.g., from non-toxic inorganic or organic acids. The pharmaceutically acceptable salts of the present disclosure can be synthesized from the parent compound which contains a basic or acidic moiety by conventional chemical methods. Generally, such salts can be prepared by reacting the free acid or base forms of these compounds with a stoichiometric amount of the appropriate base or acid in water or in an organic solvent, or in a mixture of the two; generally, non-aqueous media like ether, ethyl acetate, alcohols (e.g., methanol, ethanol, iso-propanol or butanol) or acetonitrile (MeCN) are preferred. Lists of suitable salts are found in Remington’s Pharmaceutical Sciences, 17^(th) Ed., (Mack Publishing Company, Easton, 1985), p. 1418, Berge et al., J. Pharm. Sci., 1977, 66(1), 1-19 and in Stahl et al., Handbook of Pharmaceutical Salts: Properties, Selection, and Use, (Wiley, 2002). In some embodiments, the compounds described herein include the N-oxide forms.

Synthesis

Compounds provided herein, including salts thereof, can be prepared using known organic synthesis techniques and can be synthesized according to any of numerous possible synthetic routes, such as those in the Schemes below.

The reactions for preparing compounds of the present disclosure can be carried out in suitable solvents which can be readily selected by one of skill in the art of organic synthesis. Suitable solvents can be substantially non-reactive with the starting materials (reactants), the intermediates or products at the temperatures at which the reactions are carried out, e.g., temperatures which can range from the solvent’s freezing temperature to the solvent’s boiling temperature. A given reaction can be carried out in one solvent or a mixture of more than one solvent. Depending on the particular reaction step, suitable solvents for a particular reaction step can be selected by the skilled artisan.

Preparation of compounds provided herein can involve the protection and deprotection of various chemical groups. The need for protection and deprotection, and the selection of appropriate protecting groups, can be readily determined by one skilled in the art. The chemistry of protecting groups is described, e.g., in Kocienski, Protecting Groups, (Thieme, 2007); Robertson, Protecting Group Chemistry, (Oxford University Press, 2000); Smith et al., March’s Advanced Organic Chemistry: Reactions, Mechanisms, and Structure, 6^(th) Ed. (Wiley, 2007); Peturssion et al., “Protecting Groups in Carbohydrate Chemistry,” J. Chem. Educ., 1997, 74(11), 1297; and Wuts et al., Protective Groups in Organic Synthesis, 4th Ed., (Wiley, 2006).

Reactions can be monitored according to any suitable method known in the art. For example, product formation can be monitored by spectroscopic means, such as nuclear magnetic resonance spectroscopy (e.g., ¹H or ¹³C), infrared spectroscopy, spectrophotometry (e.g., UV-visible), mass spectrometry or by chromatographic methods such as high-performance liquid chromatography (HPLC) or thin layer chromatography (TLC).

The Schemes below provide general guidance in connection with preparing the compounds of the present disclosure. One skilled in the art would understand that the preparations shown in the Schemes can be modified or optimized using general knowledge of organic chemistry to prepare various compounds provided herein.

Compounds of formula 1-18 can be prepared via the synthetic route outlined in Scheme 1. Halogenation of starting material 1-1 with an appropriate reagent, such as N-chloro-succinimide (NCS), affords intermediate 1-2 (Hal is a halide, such as F, Cl, Br, or I). Compound 1-3 can be prepared by treating 1-2 with reagents such as triphosgene. Intermediate 1-3 can then react with ester 1-4 to deliver the nitro compound 1-5, which can be treated with an appropriate reagent (e.g. POCl₃) to afford compound 1-6. A S_(N)Ar reaction of intermediate 1-6 with amine 1-7 (PG is an appropriate protecting group, such as Boc), followed by NaSMe, can be carried out to generate compound 1-8. The nitro group in 1-8 can be reduced to NH₂ in the presence reducing agents (e.g. Fe in acetic acid or aqueous sodium dithionite). Intermediate 1-9 can then be treated with acid 1-10 and an appropriate amidation reagent (e.g. T3P) to yield intermediate 1-11. Intermediate 1-11 can undergo intramolecular cyclization, facilitated by deprotonation using a suitable strong base (e.g. NaH), to furnish intermediate 1-12. A cross-coupling reaction between intermediates 1-12 and 1-13, in which M is a boronic acid, boronic ester or an appropriately substituted metal or metalloid [e.g., M is B(OR)₂, Sn(Alkyl)₃, Zn-Hal, or CF₃TMS], under standard Suzuki Cross-Coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or trifluoromethylation conditions (e.g., in the presence of a copper catalyst), or other suitable methods (e.g. Heck reaction conditions or reductive Heck reaction conditions with an appropriate substrate) can yield 1-14. Intermediate 1-16 can be prepared by a cross coupling reaction between 1-14 and an adduct of formula 1-15, in which M is a boronic acid, boronic ester or an appropriately substituted metal [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn-Hal], under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst). Intermediate 1-16 can be converted to intermediate 1-17 either through oxidation of the sulfur group with a suitable oxidant (e.g. m-CPBA) followed by an S_(N)Ar reaction, or a cross-coupling reaction (Org. Lett. 2002, 4, 979-981). Removal of the protecting group in 1-17 can afford the desired product 1-18. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Compounds of formula 2-11 can be prepared via the synthetic route outlined in Scheme 2. S_(N)Ar reaction of Intermediate 1-6 with amine 1-7 can afford compound 2-1. The nitro group in 2-1 can be reduced to NH₂ in the presence reducing agents (e.g. Fe in acetic acid or aqueous sodium dithionite) to furnish 2-2. Intermediate 2-2 can be treated with acid chloride 2-3, followed by intramolecular cyclization to furnish intermediate 2-5. S_(N)Ar reaction of intermediate 2-5 with hydrazine followed by Cu²⁺ oxidation can lead intermediate 2-7. Consecutive cross-coupling reactions between intermediate 2-7 with coupling partners, in which M is a boronic acid, boronic ester or an appropriately substituted metal or metalloid [e.g., M is B(OR)₂, Sn(Alkyl)₃, Zn—Hal, or CF₃TMS], under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or trifluoromethylation conditions (e.g., in the presence of a copper catalyst) or other suitable methods (e.g. Heck reaction conditions or reductive Heck reaction conditions with an appropriate substrate) can yield 2-9. The amide group in intermediate 2-9 can be further functionalized to yield intermediate 2-10 using methods including S_(N)2 reactions with alkyl halides, mesylates, tosylates, Ullmann-type couplings, Mitsunobu reactions with alcohols, etc. Removal of the protecting group in 2-10 affords the desired product 2-11. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Compounds of formula 3-15 can be prepared using the processes illustrated in Scheme 3. Appropriately substituted compounds of formula 2-1 can be prepared according to the procedure outlined in Scheme 2. The R⁴ group in compounds of formula 3-1 can be installed via a suitable transformation, such as a S_(N)Ar reaction or a coupling reaction. Protection of the amino group can afford compounds of formula 3-2 (PG² is an appropriate protecting group, such as Boc). A cross-coupling reaction between compounds of formula 3-2 and reactants of formula 1-13, in which M is a boronic acid, boronic ester or an appropriately substituted metal or metalloid [e.g., M is B(OR)₂, Sn(Alkyl)₃, Zn—Hal, or CF₃TMS], under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or trifluoromethylation conditions (e.g., in the presence of a copper catalyst), or other suitable methods (e.g. Heck reaction conditions or reductive Heck reaction conditions with an appropriate substrate) can yield compounds of formula 3-3. The nitro group in compounds of formula 3-3 can be reduced to NH₂ in the presence of reducing agents (e.g. Fe in acetic acid or aqueous sodium dithionite) to provide compounds of formula 3-4, which can be converted to compounds of formula 3-5 via Sandmeyer reaction (e.g. in the presence of Cul, Kl, and tert-Butyl nitrite). Compound 3-12 can be prepared by a variety of methods. After removal of protecting group (PG²) in compounds of formula 3-5, Sonogashira reaction can be carried out to afford compounds of formula 3-9. After the removal of protecting group (PG³) in compounds of formula 3-9 under appropriate conditions, hydrogenation reaction (e.g. in the presence of Pd/C catalyst) can be accomplished to generate compounds of formula 3-12. Alternatively, Heck reaction between compounds of formula 3-5 (with or without PG²) and reactants of formula 3-7, can provide compounds of formula 3-10. Compounds of formula 3-10 can be reduced by an appropriate reducing reagent (e.g. lithium triethylborohydride, or sodium borohydride) followed by deprotection under appropriate conditions (e.g.TFA) and a suitable solvent (e.g. DCM) to afford compounds of formula 3-12. In cases where a coupling fragment is an appropriately substituted reactant of formula 3-8 (Y ═ NH₂ or OH), a suitable cross-coupling reaction (e.g. C—N cross coupling or C—O cross coupling including palladium-catalyzed Buchwald-Hartwig reaction) can be achieved to provide compounds of formula 3-11, which can be converted to compounds of formula 3-12 under suitable conditions (e.g. H₂ in the presence of Pd/C if PG³ is Bn group). The alcohol group of formula 3-12 (Z ═ CH₂, O, or NH) can be converted to LG (LG represents a leaving group) by treating with an appropriate reagent such as, but not limited to, MsCI, TsCI, or PPh₃ in CCl₄. Cyclization under a suitable strong base (e.g. NaH) in a suitable solvent (e.g. DMF) can furnish compounds of formula 3-13. Compounds of formula 3-14 can be prepared by a cross-coupling reaction between compounds of 3-13 and an adduct of formula 1-15, in which M is a boronic acid, boronic ester or an appropriately substituted metal [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn—Hal], under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst). Removal of the protecting group in compounds of formula 3-14 can afford compounds of formula 3-15. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Alternatively, compounds of formula 4-3 can be prepared via the synthetic route outlined in Scheme 4. Compound 4-1 (prepared according to the procedure outlined in Scheme 3, treating 2-1 with NaSMe) can be converted to intermediate 4-2 either through oxidation of the sulfur group with a suitable oxidant (e.g. m-CPBA) followed by an S_(N)Ar reaction, or a cross-coupling reaction (Org. Lett. 2002, 4, 979-981). Removal of the protecting group in 4-2 can afford compounds of formula 4-3 (Z ═ CH₂, O, or NH). The described chemical reaction above can be applied to different formulas such as, but not limited to, 3-5 or 3-13.

Compounds of formula 5-10 with a variety of substitutions can be prepared using the processes outlined in Scheme 5. Compounds of formula 3-5 can react with alkyne of formula 5-1 under Sonogashira coupling conditions to give rise to 5-2. Compounds of formula 5-3 can be prepared by a cross coupling reaction between 5-2 and an adduct of formula 1-15, in which M is a boronic acid, boronic ester or an appropriately substituted metal [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn—Hal], under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst). After the removal of protecting group of 5-3 under appropriate conditions, hydrogenation reaction (e.g. in the presence of Pd/C catalyst) can be accomplished to generate formula 5-4. Compounds of formula 5-4 can react with an appropriate oxidant and methylating agent (e.g. Dess-Martin periodinane, and optionally Pinnick oxidation followed by treatment of trimethylsilyldiazomethane) to provide compounds of formula 5-5 (W ═ H, OH, OMe). A variety of substituted compounds of formula 5-6 can be prepared by treating compounds of formula 5-5 with a suitable reagent such as formaldehyde in the presence of organocatalyst (e.g. proline). Compounds of formula 5-6 can be reduced by an appropriate reducing reagent (e.g. lithium triethylborohydride, or sodium borohydride) to afford formula 5-7, which can be converted to compounds of formula 5-8 under appropriate conditions (e.g. TFA) and a suitable solvent (e.g. DCM). The alcohol group of formula 5-8 can be converted to LG (LG represents a leaving group) by treating with an appropriate reagent such as MsCI, TsCl, or halide (e.g. Cl, Br, I) followed by cyclization under a suitable strong base (e.g. NaH) in a suitable solvent (e.g. DMF) to furnish cyclized compounds of formula 5-9. Removal of the protecting group in 5-9 can afford compounds of formula 5-10. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues. The described chemical reactions above can be applied for different formulas such as, but not limited to, 3-10.

Compounds of formula 6-16 can be prepared via the synthetic route outlined in Scheme 6. Esterification of commercially available starting material 1-1 with H₂SO₄ in ethanol. Halogenation of compound 6-1 with an appropriate reagent, such as N-chlorosuccinimide (NCS), affords intermediate 6-2 (Hal is a halide, such as F, Cl, Br, or I). Compound 6-4 can be prepared by treating 6-2 with reagents such as ethyl malonyl chloride (6-3). Intermediate 6-4 can undergo a cyclization reaction (such as sodium ethoxide in ethanol) to deliver the compound 6-5, which can be treated with an appropriate reagent (e.g. POCl₃) to afford compound 6-6. Condensation of intermediate 6-6 with amine 1-7 (PG is an appropriate protecting group, such as Boc) can be carried out to generate compound 6-7. Reduction of ester with reducing reagent (such as DIBAL), followed by oxidation of intermediate with oxidation reagent (such as IBX) to yield aldehyde 6-8. Treatment of intermediate 6-8 with sodium thiomethoxide get compound 6-9. The halogen of 6-9 (Hal) can optionally be converted to R² via transition metal mediated coupling or other suitable method to obtain 6-10. Intermediate 6-10 can first undergo a methyl addition reaction, followed by oxidation of intermediate with oxidation reagent (such as Dess-Martin periodinane) to afford compound 6-11. Treatment of intermediate 6-11 with N,N-dimethylformamide dimethyl acetal get compound 6-12. Intermediate 6-12 can undergo a cyclization reaction (such as DBU in dioxane) to deliver the compound 6-13. Intermediate 6-14 can be prepared by a cross coupling reaction between 6-13 and an adduct of formula 1-15, in which M is a boronic acid, boronic ester or an appropriately substituted metal [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn—Hal], under standard Suzuki Cross-Coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palldium catalyst). Bromination of compound 6-14 with an appropriate reagent, such as Bromine, affords intermediate 6-15. The desired product 6-16 can be prepared by a cross coupling reaction between 6-15 and an appropriate reagent, such as a boronic acid, boronic ester or aminoheterocycle, under standard Suzuki Cross-Coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palldium catalyst), or standard Buchwald-Hartwig amination conditions (e.g., in the presence of a palldium catalyst), followed by removal of protecting group. The order of the above-described chemical reactions can be rearranged as appropriate to suite the preparation of different analogues.

KRAS Protein

The Ras family is comprised of three members: KRAS, NRAS and HRAS. RAS mutant cancers account for about 25% of human cancers. KRAS is the most frequently mutated isoform in human cancers: 85% of all RAS mutations are in KRAS, 12% in NRAS, and 3% in HRAS (Simanshu, D. et al. Cell 170.1 (2017):17-33). KRAS mutations are prevalent amongst the top three most deadly cancer types: pancreatic (97%), colorectal (44%), and lung (30%) (Cox, A.D. et al. Nat Rev Drug Discov (2014) 13:828-51). The majority of RAS mutations occur at amino acid residues/codons 12, 13, and 61; Codon 12 mutations are most frequent in KRAS. The frequency of specific mutations varied between RAS genes and G12D mutations are most predominant in KRAS whereas Q61R and G12R mutations are most frequent in NRAS and HRAS. Furthermore, the spectrum of mutations in a RAS isoform differs between cancer types. For example, KRAS G12D mutations predominate in pancreatic cancers (51%), followed by colorectal adenocarcinomas (45%) and lung cancers (17%) (Cox, A.D. et al. Nat Rev Drug Discov (2014) 13:828-51). In contrast, KRAS G12C mutations predominate in non-small cell lung cancer (NSCLC) comprising 11-16% of lung adenocarcinomas (nearly half of mutant KRAS is G12C), as well as 2-5% of pancreatic and colorectal adenocarcinomas, respectively (Cox, A.D. et al. Nat. Rev. Drug Discov. (2014) 13:828-51). Using shRNA knockdown thousands of genes across hundreds of cancer cell lines, genomic studies have demonstrated that cancer cells exhibiting KRAS mutations are highly dependent on KRAS function for cell growth (McDonald, R. et al. Cell 170 (2017): 577-592). Taken together, these findings suggested that KRAS mutations play a critical role in human cancers, therefore development of the inhibitors targeting mutant KRAS may be useful in the clinical treatment of diseases that have characterized by a KRAS mutation.

Methods of Use

The cancer types in which KRAS harboring G12C, G12V, and G12D mutations are implicated include, but are not limited to: carcinomas (e.g., pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical skin, thyroid); hematopoietic malignancies (e.g., myeloproliferative neoplasms (MPN), myelodysplastic syndrome (MDS), chronic and juvenile myelomonocytic leukemia (CMML and JMML), acute myeloid leukemia (AML), acute lymphocytic leukemia (ALL) and multiple myeloma (MM)); and other neoplasms (e.g., glioblastoma and sarcomas). In addition, KRAS mutations were found in acquired resistance to anti-EGFR therapy (Knickelbein, K.et al. Genes & Cancer, (2015): 4-12). KRAS mutations were found in immunological and inflammatory disorders (Fernandez-Medarde, A. et al. Genes & Cancer, (2011): 344-358) such as Ras-associated lymphoproliferative disorder (RALD) or juvenile myelomonocytic leukemia (JMML) caused by somatic mutations of KRAS or NRAS.

Compounds of the present disclosure can inhibit the activity of the KRAS protein. For example, compounds of the present disclosure can be used to inhibit activity of KRAS in a cell or in an individual or patient in need of inhibition of the enzyme by administering an inhibiting amount of one or more compounds of the present disclosure to the cell, individual, or patient.

As KRAS inhibitors, the compounds of the present disclosure are useful in the treatment of various diseases associated with abnormal expression or activity of KRAS. Compounds which inhibit KRAS will be useful in providing a means of preventing the growth or inducing apoptosis in tumors, or by inhibiting angiogenesis. It is therefore anticipated that compounds of the present disclosure will prove useful in treating or preventing proliferative disorders such as cancers. In particular, tumors with activating mutants of receptor tyrosine kinases or upregulation of receptor tyrosine kinases may be particularly sensitive to the inhibitors.

In an aspect, provided herein is a method of inhibiting KRAS activity, said method comprising contacting a compound of the instant disclosure with KRAS. In an embodiment, the contacting comprises administering the compound to a patient.

In another aspect, provided herein a is method of treating a disease or disorder associated with inhibition of KRAS interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In an embodiment, the disease or disorder is an immunological or inflammatory disorder.

In another embodiment, the immunological or inflammatory disorder is Ras-associated lymphoproliferative disorder and juvenile myelomonocytic leukemia caused by somatic mutations of KRAS.

In an aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12C mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In another aspect, provided herein is a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12C mutation.

In another aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12D mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In yet another aspect, provided herein is also a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12D mutation.

In another aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12V mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In yet another aspect, provided herein is also a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12V mutation.

In yet another aspect, provided herein is a method for treating a cancer in a patient, said method comprising administering to the patient a therapeutically effective amount of any one of the compounds disclosed herein, or pharmaceutically acceptable salt thereof.

In an embodiment, the cancer is selected from carcinomas, hematological cancers, sarcomas, and glioblastoma.

In another embodiment, the hematological cancer is selected from myeloproliferative neoplasms, myelodysplastic syndrome, chronic and juvenile myelomonocytic leukemia, acute myeloid leukemia, acute lymphocytic leukemia, and multiple myeloma.

In yet another embodiment, the carcinoma is selected from pancreatic,] colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical, skin, and thyroid.

In another aspect, provided herein is a method for treating a disease or disorder associated with inhibition of KRAS interaction or a mutant thereof in a patient in need thereof comprising the step of administering to the patient a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a composition comprising a compound disclosed herein or a pharmaceutically acceptable salt thereof, in combination with another therapy or therapeutic agent as described herein.

In an embodiment, the cancer is selected from hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

In another embodiment, the lung cancer is selected from non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma, squamous cell bronchogenic carcinoma, undifferentiated small cell bronchogenic carcinoma, undifferentiated large cell bronchogenic carcinoma, adenocarcinoma, bronchogenic carcinoma, alveolar carcinoma, bronchiolar carcinoma, bronchial adenoma, chondromatous hamartoma, mesothelioma, pavicellular and non-pavicellular carcinoma, bronchial adenoma, and pleuropulmonary blastoma.

In yet another embodiment, the lung cancer is non-small cell lung cancer (NSCLC). In still another embodiment, the lung cancer is adenocarcinoma.

In an embodiment, the gastrointestinal cancer is selected from esophagus squamous cell carcinoma, esophagus adenocarcinoma, esophagus leiomyosarcoma, esophagus lymphoma, stomach carcinoma, stomach lymphoma, stomach leiomyosarcoma, exocrine pancreatic carcinoma, pancreatic ductal adenocarcinoma, pancreatic insulinoma, pancreatic glucagonoma, pancreatic gastrinoma, pancreatic carcinoid tumors, pancreatic vipoma, small bowel adenocarcinoma, small bowel lymphoma, small bowel carcinoid tumors, Kaposi’s sarcoma, small bowel leiomyoma, small bowel hemangioma, small bowel lipoma, small bowel neurofibroma, small bowel fibroma, large bowel adenocarcinoma, large bowel tubular adenoma, large bowel villous adenoma, large bowel hamartoma, large bowel leiomyoma, colorectal cancer, gall bladder cancer, and anal cancer.

In an embodiment, the gastrointestinal cancer is colorectal cancer.

In another embodiment, the cancer is a carcinoma. In yet another embodiment, the carcinoma is selected from pancreatic carcinoma, colorectal carcinoma, lung carcinoma, bladder carcinoma, gastric carcinoma, esophageal carcinoma, breast carcinoma, head and neck carcinoma, cervical skin carcinoma, and thyroid carcinoma.

In still another embodiment, the cancer is a hematopoietic malignancy. In an embodiment, the hematopoietic malignancy is selected from multiple myeloma, acute myelogenous leukemia, and myeloproliferative neoplasms.

In another embodiment, the cancer is a neoplasm. In yet another embodiment, the neoplasm is glioblastoma or sarcomas.

In certain embodiments, the disclosure provides a method for treating a KRAS-mediated disorder in a patient in need thereof, comprising the step of administering to said patient a compound according to the present disclosure, or a pharmaceutically acceptable composition thereof.

In some embodiments, diseases and indications that are treatable using the compounds of the present disclosure include, but are not limited to hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

Exemplary hematological cancers include lymphomas and leukemias such as acute lymphoblastic leukemia (ALL), acute myelogenous leukemia (AML), acute promyelocytic leukemia (APL), chronic lymphocytic leukemia (CLL), chronic myelogenous leukemia (CML), diffuse large B-cell lymphoma (DLBCL), mantle cell lymphoma, Non-Hodgkin lymphoma (including relapsed or refractory NHL and recurrent follicular), Hodgkin lymphoma, myeloproliferative diseases (e.g., primary myelofibrosis (PMF), polycythemia vera (PV), essential thrombocytosis (ET), 8p11 myeloproliferative syndrome, myelodysplasia syndrome (MDS), T-cell acute lymphoblastic lymphoma (T-ALL), multiple myeloma, cutaneous T-cell lymphoma, adult T-cell leukemia, Waldenstrom’s Macroglubulinemia, hairy cell lymphoma, marginal zone lymphoma, chronic myelogenic lymphoma and Burkitt’s lymphoma.

Exemplary sarcomas include chondrosarcoma, Ewing’s sarcoma, osteosarcoma, rhabdomyosarcoma, angiosarcoma, fibrosarcoma, liposarcoma, myxoma, rhabdomyoma, rhabdosarcoma, fibroma, lipoma, harmatoma, lymphosarcoma, leiomyosarcoma, and teratoma.

Exemplary lung cancers include non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma (squamous cell, undifferentiated small cell, undifferentiated large cell, adenocarcinoma), alveolar (bronchiolar) carcinoma, bronchial adenoma, chondromatous hamartoma, mesothelioma, pavicellular and non-pavicellular carcinoma, bronchial adenoma and pleuropulmonary blastoma.

Exemplary gastrointestinal cancers include cancers of the esophagus (squamous cell carcinoma, adenocarcinoma, leiomyosarcoma, lymphoma), stomach (carcinoma, lymphoma, leiomyosarcoma), pancreas (exocrine pancreatic carcinoma, ductal adenocarcinoma, insulinoma, glucagonoma, gastrinoma, carcinoid tumors, vipoma), small bowel (adenocarcinoma, lymphoma, carcinoid tumors, Kaposi’s sarcoma, leiomyoma, hemangioma, lipoma, neurofibroma, fibroma), large bowel (adenocarcinoma, tubular adenoma, villous adenoma, hamartoma, leiomyoma), colorectal cancer, gall bladder cancer and anal cancer.

Exemplary genitourinary tract cancers include cancers of the kidney (adenocarcinoma, Wilm’s tumor [nephroblastoma], renal cell carcinoma), bladder and urethra (squamous cell carcinoma, transitional cell carcinoma, adenocarcinoma), prostate (adenocarcinoma, sarcoma), testis (seminoma, teratoma, embryonal carcinoma, teratocarcinoma, choriocarcinoma, sarcoma, interstitial cell carcinoma, fibroma, fibroadenoma, adenomatoid tumors, lipoma) and urothelial carcinoma.

Exemplary liver cancers include hepatoma (hepatocellular carcinoma), cholangiocarcinoma, hepatoblastoma, angiosarcoma, hepatocellular adenoma, and hemangioma.

Exemplary bone cancers include, for example, osteogenic sarcoma (osteosarcoma), fibrosarcoma, malignant fibrous histiocytoma, chondrosarcoma, Ewing’s sarcoma, malignant lymphoma (reticulum cell sarcoma), multiple myeloma, malignant giant cell tumor chordoma, osteochronfroma (osteocartilaginous exostoses), benign chondroma, chondroblastoma, chondromyxofibroma, osteoid osteoma, and giant cell tumors

Exemplary nervous system cancers include cancers of the skull (osteoma, hemangioma, granuloma, xanthoma, osteitis deformans), meninges (meningioma, meningiosarcoma, gliomatosis), brain (astrocytoma, meduoblastoma, glioma, ependymoma, germinoma (pinealoma), glioblastoma, glioblastoma multiform, oligodendroglioma, schwannoma, retinoblastoma, congenital tumors, neuro-ectodermal tumors), and spinal cord (neurofibroma, meningioma, glioma, sarcoma), neuroblastoma, Lhermitte-Duclos disease and pineal tumors.

Exemplary gynecological cancers include cancers of the breast (ductal carcinoma, lobular carcinoma, breast sarcoma, triple-negative breast cancer, HER2-positive breast cancer, inflammatory breast cancer, papillary carcinoma), uterus (endometrial carcinoma), cervix (cervical carcinoma, pre -tumor cervical dysplasia), ovaries (ovarian carcinoma (serous cystadenocarcinoma, mucinous cystadenocarcinoma, unclassified carcinoma), granulosa-thecal cell tumors, Sertoli-Leydig cell tumors, dysgerminoma, malignant teratoma), vulva (squamous cell carcinoma, intraepithelial carcinoma, adenocarcinoma, fibrosarcoma, melanoma), vagina (clear cell carcinoma, squamous cell carcinoma, botryoid sarcoma (embryonal rhabdomyosarcoma), and fallopian tubes (carcinoma).

Exemplary skin cancers include melanoma, basal cell carcinoma, squamous cell carcinoma, Kaposi’s sarcoma, Merkel cell skin cancer, moles dysplastic nevi, lipoma, angioma, dermatofibroma, and keloids.

Exemplary head and neck cancers include glioblastoma, melanoma, rhabdosarcoma, lymphosarcoma, osteosarcoma, squamous cell carcinomas, adenocarcinomas, oral cancer, laryngeal cancer, nasopharyngeal cancer, nasal and paranasal cancers, thyroid and parathyroid cancers, tumors of the eye, tumors of the lips and mouth and squamous head and neck cancer.

The compounds of the present disclosure can also be useful in the inhibition of tumor metastases.

In addition to oncogenic neoplasms, the compounds of the present disclosure are useful in the treatment of skeletal and chondrocyte disorders including, but not limited to, achrondroplasia, hypochondroplasia, dwarfism, thanatophoric dysplasia (TD) (clinical forms TD I and TD II), Apert syndrome, Crouzon syndrome, Jackson-Weiss syndrome, Beare-Stevenson cutis gyrate syndrome, Pfeiffer syndrome, and craniosynostosis syndromes. In some embodiments, the present disclosure provides a method for treating a patient suffering from a skeletal and chondrocyte disorder.

In some embodiments, compounds described herein can be used to treat Alzheimer’s disease, HIV, or tuberculosis.

As used herein, the term “8p11 myeloproliferative syndrome” is meant to refer to myeloid/lymphoid neoplasms associated with eosinophilia and abnormalities of FGFR1.

As used herein, the term “cell” is meant to refer to a cell that is in vitro, ex vivo or in vivo. In some embodiments, an ex vivo cell can be part of a tissue sample excised from an organism such as a mammal. In some embodiments, an in vitro cell can be a cell in a cell culture. In some embodiments, an in vivo cell is a cell living in an organism such as a mammal.

As used herein, the term “contacting” refers to the bringing together of indicated moieties in an in vitro system or an in vivo system. For example, “contacting” KRAS with a compound described herein includes the administration of a compound described herein to an individual or patient, such as a human, having KRAS, as well as, for example, introducing a compound described herein into a sample containing a cellular or purified preparation containing KRAS.

As used herein, the term “individual,” “subject,” or “patient,” used interchangeably, refers to any animal, including mammals, preferably mice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep, horses, or primates, and most preferably humans.

As used herein, the phrase “therapeutically effective amount” refers to the amount of active compound or pharmaceutical agent such as an amount of any of the solid forms or salts thereof as disclosed herein that elicits the biological or medicinal response in a tissue, system, animal, individual or human that is being sought by a researcher, veterinarian, medical doctor or other clinician. An appropriate “effective” amount in any individual case may be determined using techniques known to a person skilled in the art.

The phrase “pharmaceutically acceptable” is used herein to refer to those compounds, materials, compositions, and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, immunogenicity or other problem or complication, commensurate with a reasonable benefit/risk ratio.

As used herein, the phrase “pharmaceutically acceptable carrier or excipient” refers to a pharmaceutically-acceptable material, composition, or vehicle, such as a liquid or solid filler, diluent, solvent, or encapsulating material. Excipients or carriers are generally safe, non-toxic and neither biologically nor otherwise undesirable and include excipients or carriers that are acceptable for veterinary use as well as human pharmaceutical use. In one embodiment, each component is “pharmaceutically acceptable” as defined herein. See, e.g., Remington: The Science and Practice of Pharmacy, 21st ed.; Lippincott Williams & Wilkins: Philadelphia, Pa., 2005; Handbook of Pharmaceutical Excipients, 6th ed.; Rowe et al., Eds.; The Pharmaceutical Press and the American Pharmaceutical Association: 2009; Handbook of Pharmaceutical Additives, 3rd ed.; Ash and Ash Eds.; Gower Publishing Company: 2007; Pharmaceutical Preformulation and Formulation, 2nd ed.; Gibson Ed.; CRC Press LLC: Boca Raton, Fla., 2009.

As used herein, the term “treating” or “treatment” refers to inhibiting a disease; for example, inhibiting a disease, condition, or disorder in an individual who is experiencing or displaying the pathology or symptomology of the disease, condition, or disorder (i.e., arresting further development of the pathology and/or symptomology) or ameliorating the disease; for example, ameliorating a disease, condition, or disorder in an individual who is experiencing or displaying the pathology or symptomology of the disease, condition, or disorder (i.e., reversing the pathology and/or symptomology) such as decreasing the severity of the disease.

The term “prevent,” “preventing,” or “prevention” as used herein, comprises the prevention of at least one symptom associated with or caused by the state, disease or disorder being prevented.

It is appreciated that certain features of the present disclosure, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the present disclosure which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination.

Combination Therapies I. Cancer Therapies

Cancer cell growth and survival can be impacted by dysfunction in multiple signaling pathways. Thus, it is useful to combine different enzyme/protein/receptor inhibitors, exhibiting different preferences in the targets which they modulate the activities of, to treat such conditions. Targeting more than one signaling pathway (or more than one biological molecule involved in a given signaling pathway) may reduce the likelihood of drug-resistance arising in a cell population, and/or reduce the toxicity of treatment.

One or more additional pharmaceutical agents such as, for example, chemotherapeutics, anti-inflammatory agents, steroids, immunosuppressants, immune-oncology agents, metabolic enzyme inhibitors, chemokine receptor inhibitors, and phosphatase inhibitors, as well as targeted therapies such as Bcr-Abl, Flt-3, EGFR, HER2, JAK, c-MET, VEGFR, PDGFR, c-Kit, IGF-1R, RAF, FAK, and CDK4/6 kinase inhibitors such as, for example, those described in WO 2006/056399 can be used in combination with the compounds of the present disclosure for treatment of CDK2-associated diseases, disorders or conditions. Other agents such as therapeutic antibodies can be used in combination with the compounds of the present disclosure for treatment of CDK2-associated diseases, disorders or conditions. The one or more additional pharmaceutical agents can be administered to a patient simultaneously or sequentially.

In some embodiments, the CDK2 inhibitor is administered or used in combination with a BCL2 inhibitor or a CDK4/6 inhibitor.

The compounds as disclosed herein can be used in combination with one or more other enzyme/protein/receptor inhibitors therapies for the treatment of diseases, such as cancer and other diseases or disorders described herein. Examples of diseases and indications treatable with combination therapies include those as described herein. Examples of cancers include solid tumors and non-solid tumors, such as liquid tumors, blood cancers. Examples of infections include viral infections, bacterial infections, fungus infections or parasite infections. For example, the compounds of the present disclosure can be combined with one or more inhibitors of the following kinases for the treatment of cancer: Akt1, Akt2, Akt3, BCL2, CDK4/6, TGF-βR, PKA, PKG, PKC, CaM-kinase, phosphorylase kinase, MEKK, ERK, MAPK, mTOR, EGFR, HER2, HER3, HER4, INS-R, IDH2, IGF-1R, IR-R, PDGFαR, PDGFβR, PI3K (alpha, beta, gamma, delta, and multiple or selective), CSF1R, KIT, FLK-II, KDR/FLK-1, FLK-4, flt-1, FGFR1, FGFR2, FGFR3, FGFR4, c-Met, PARP, Ron, Sea, TRKA, TRKB, TRKC, TAM kinases (Axl, Mer, Tyro3), FLT3, VEGFR/Flt2, Flt4, EphA1, EphA2, EphA3, EphB2, EphB4, Tie2, Src, Fyn, Lck, Fgr, Btk, Fak, SYK, FRK, JAK, ABL, ALK and B-Raf. In some embodiments, the compounds of the present disclosure can be combined with one or more of the following inhibitors for the treatment of cancer or infections. Non-limiting examples of inhibitors that can be combined with the compounds of the present disclosure for treatment of cancer and infections include an FGFR inhibitor (FGFR1, FGFR2, FGFR3 or FGFR4, e.g., pemigatinib (INCB54828), INCB62079), an EGFR inhibitor (also known as ErB-1 or HER-1; e.g., erlotinib, gefitinib, vandetanib, orsimertinib, cetuximab, necitumumab, or panitumumab), a VEGFR inhibitor or pathway blocker (e.g. bevacizumab, pazopanib, sunitinib, sorafenib, axitinib, regorafenib, ponatinib, cabozantinib, vandetanib, ramucirumab, lenvatinib, ziv-aflibercept), a PARP inhibitor (e.g., olaparib, rucaparib, veliparib or niraparib), a JAK inhibitor (JAK1 and/or JAK2; e.g., ruxolitinib or baricitinib; or JAK1; e.g., itacitinib (INCB39110), INCB052793, or INCB054707), an IDO inhibitor (e.g., epacadostat, NLG919, or BMS-986205, MK7162), an LSD1 inhibitor (e.g., GSK2979552, INCB59872 and INCB60003), a TDO inhibitor, a PI3K-delta inhibitor (e.g., parsaclisib (INCB50465) or INCB50797), a PI3K-gamma inhibitor such as PI3K-gamma selective inhibitor, a Pim inhibitor (e.g., INCB53914), a CSF1R inhibitor, a TAM receptor tyrosine kinases (Tyro-3, Axl, and Mer; e.g., INCB081776), an adenosine receptor antagonist (e.g., A2a/A2b receptor antagonist), an HPK1 inhibitor, a chemokine receptor inhibitor (e.g., CCR2 or CCR5 inhibitor), a SHP1/2 phosphatase inhibitor, a histone deacetylase inhibitor (HDAC) such as an HDAC8 inhibitor, an angiogenesis inhibitor, an interleukin receptor inhibitor, bromo and extra terminal family members inhibitors (for example, bromodomain inhibitors or BET inhibitors such as INCB54329 and INCB57643), c-MET inhibitors (e.g., capmatinib), an anti-CD19 antibody (e.g., tafasitamab), an ALK2 inhibitor (e.g., INCB00928); or combinations thereof.

In some embodiments, the compound or salt described herein is administered with a P13Kδ inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK1 or JAK2 inhibitor (e.g., baricitinib or ruxolitinib). In some embodiments, the compound or salt described herein is administered with a JAK1 inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK1 inhibitor, which is selective over JAK2.

In addition, for treating cancer and other proliferative diseases, compounds described herein can be used in combination with targeted therapies such as, e.g., c-MET inhibitors (e.g., capmatinib), an anti-CD19 antibody (e.g., tafasitamab), an ALK2 inhibitor (e.g., INCB00928); or combinations thereof.

Example antibodies for use in combination therapy include, but are not limited to, trastuzumab (e.g., anti-HER2), ranibizumab (e.g., anti-VEGF-A), bevacizumab (AVASTIN™, e.g., anti-VEGF), panitumumab (e.g., anti-EGFR), cetuximab (e.g., anti-EGFR), rituxan (e.g., anti-CD20), and antibodies directed to c-MET.

One or more of the following agents may be used in combination with the compounds of the present disclosure and are presented as a non-limiting list: a cytostatic agent, cisplatin, doxorubicin, taxotere, taxol, etoposide, irinotecan, camptosar, topotecan, paclitaxel, docetaxel, epothilones, tamoxifen, 5-fluorouracil, methotrexate, temozolomide, cyclophosphamide, SCH 66336, R115777, L778,123, BMS 214662, IRESSA™ (gefitinib), TARCEVA™ (erlotinib), antibodies to EGFR, intron, ara-C, adriamycin, cytoxan, gemcitabine, uracil mustard, chlormethine, ifosfamide, melphalan, chlorambucil, pipobroman, triethylenemelamine, triethylenethiophosphoramine, busulfan, carmustine, lomustine, streptozocin, dacarbazine, floxuridine, cytarabine, 6-mercaptopurine, 6-thioguanine, fludarabine phosphate, oxaliplatin, leucovirin, ELOXATIN™ (oxaliplatin), pentostatine, vinblastine, vincristine, vindesine, bleomycin, dactinomycin, daunorubicin, doxorubicin, epirubicin, idarubicin, mithramycin, deoxycoformycin, mitomycin-C, L-asparaginase, teniposide 17.alpha.-ethinylestradiol, diethylstilbestrol, testosterone, Prednisone, Fluoxymesterone, Dromostanolone propionate, testolactone, megestrolacetate, methylprednisolone, methyltestosterone, prednisolone, triamcinolone, chlorotrianisene, hydroxyprogesterone, aminoglutethimide, estramustine, medroxyprogesteroneacetate, leuprolide, flutamide, toremifene, goserelin, carboplatin, hydroxyurea, amsacrine, procarbazine, mitotane, mitoxantrone, levamisole, navelbene, anastrazole, letrazole, capecitabine, reloxafine, droloxafine, hexamethylmelamine, avastin, HERCEPTIN™ (trastuzumab), BEXXAR™ (tositumomab), VELCADE™ (bortezomib), ZEVALIN™ (ibritumomab tiuxetan), TRISENOX™ (arsenic trioxide), XELODA™ (capecitabine), vinorelbine, porfimer, ERBITUX™ (cetuximab), thiotepa, altretamine, melphalan, trastuzumab, lerozole, fulvestrant, exemestane, ifosfomide, rituximab, C225 (cetuximab), Campath (alemtuzumab), clofarabine, cladribine, aphidicolon, rituxan, sunitinib, dasatinib, tezacitabine, Sml1, fludarabine, pentostatin, triapine, didox, trimidox, amidox, 3-AP, and MDL-101,731.

The compounds of the present disclosure can further be used in combination with other methods of treating cancers, for example by chemotherapy, irradiation therapy, tumor-targeted therapy, adjuvant therapy, immunotherapy or surgery. Examples of immunotherapy include cytokine treatment (e.g., interferons, GM-CSF, G-CSF, IL-2), CRS-207 immunotherapy, cancer vaccine, monoclonal antibody, bispecific or multi-specific antibody, antibody drug conjugate, adoptive T cell transfer, Toll receptor agonists, RIG-I agonists, oncolytic virotherapy and immunomodulating small molecules, including thalidomide or JAK1/2 inhibitor, PI3Kδ inhibitor and the like. The compounds can be administered in combination with one or more anti-cancer drugs, such as a chemotherapeutic agent. Examples of chemotherapeutics include any of: abarelix, aldesleukin, alemtuzumab, alitretinoin, allopurinol, altretamine, anastrozole, arsenic trioxide, asparaginase, azacitidine, bevacizumab, bexarotene, baricitinib, bleomycin, bortezomib, busulfan intravenous, busulfan oral, calusterone, capecitabine, carboplatin, carmustine, cetuximab, chlorambucil, cisplatin, cladribine, clofarabine, cyclophosphamide, cytarabine, dacarbazine, dactinomycin, dalteparin sodium, dasatinib, daunorubicin, decitabine, denileukin, denileukin diftitox, dexrazoxane, docetaxel, doxorubicin, dromostanolone propionate, eculizumab, epirubicin, erlotinib, estramustine, etoposide phosphate, etoposide, exemestane, fentanyl citrate, filgrastim, floxuridine, fludarabine, fluorouracil, fulvestrant, gefitinib, gemcitabine, gemtuzumab ozogamicin, goserelin acetate, histrelin acetate, ibritumomab tiuxetan, idarubicin, ifosfamide, imatinib mesylate, interferon alfa 2a, irinotecan, lapatinib ditosylate, lenalidomide, letrozole, leucovorin, leuprolide acetate, levamisole, lomustine, meclorethamine, megestrol acetate, melphalan, mercaptopurine, methotrexate, methoxsalen, mitomycin C, mitotane, mitoxantrone, nandrolone phenpropionate, nelarabine, nofetumomab, oxaliplatin, paclitaxel, pamidronate, panitumumab, pegaspargase, pegfilgrastim, pemetrexed disodium, pentostatin, pipobroman, plicamycin, procarbazine, quinacrine, rasburicase, rituximab, ruxolitinib, sorafenib, streptozocin, sunitinib, sunitinib maleate, tamoxifen, temozolomide, teniposide, testolactone, thalidomide, thioguanine, thiotepa, topotecan, toremifene, tositumomab, trastuzumab, tretinoin, uracil mustard, valrubicin, vinblastine, vincristine, vinorelbine, vorinostat, and zoledronate.

Additional examples of chemotherapeutics include proteasome inhibitors (e.g., bortezomib), thalidomide, revlimid, and DNA-damaging agents such as melphalan, doxorubicin, cyclophosphamide, vincristine, etoposide, carmustine, and the like.

Example steroids include corticosteroids such as dexamethasone or prednisone.

Example Bcr-Abl inhibitors include imatinib mesylate (GLEEVAC™), nilotinib, dasatinib, bosutinib, and ponatinib, and pharmaceutically acceptable salts. Other example suitable Bcr-Abl inhibitors include the compounds, and pharmaceutically acceptable salts thereof, of the genera and species disclosed in U.S. Pat. No. 5,521,184, WO 04/005281, and U.S. Ser. No. 60/578,491.

Example suitable Flt-3 inhibitors include midostaurin, lestaurtinib, linifanib, sunitinib, sunitinib, maleate, sorafenib, quizartinib, crenolanib, pacritinib, tandutinib, PLX3397 and ASP2215, and their pharmaceutically acceptable salts. Other example suitable Flt-3 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 03/037347, WO 03/099771, and WO 04/046120.

Example suitable RAF inhibitors include dabrafenib, sorafenib, and vemurafenib, and their pharmaceutically acceptable salts. Other example suitable RAF inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 00/09495 and WO 05/028444.

Example suitable FAK inhibitors include VS-4718, VS-5095, VS-6062, VS-6063, BI853520, and GSK2256098, and their pharmaceutically acceptable salts. Other example suitable FAK inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 04/080980, WO 04/056786, WO 03/024967, WO 01/064655, WO 00/053595, and WO 01/014402.

Example suitable CDK4/6 inhibitors include palbociclib, ribociclib, trilaciclib, lerociclib, and abemaciclib, and their pharmaceutically acceptable salts. Other example suitable CDK4/6 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 09/085185, WO 12/129344, WO 11/101409, WO 03/062236, WO 10/075074, and WO 12/061156.

In some embodiments, the compounds of the disclosure can be used in combination with one or more other kinase inhibitors including imatinib, particularly for treating patients resistant to imatinib or other kinase inhibitors.

In some embodiments, the compounds of the disclosure can be used in combination with a chemotherapeutic in the treatment of cancer, and may improve the treatment response as compared to the response to the chemotherapeutic agent alone, without exacerbation of its toxic effects. In some embodiments, the compounds of the disclosure can be used in combination with a chemotherapeutic provided herein. For example, additional pharmaceutical agents used in the treatment of multiple myeloma, can include, without limitation, melphalan, melphalan plus prednisone [MP], doxorubicin, dexamethasone, and Velcade (bortezomib). Further additional agents used in the treatment of multiple myeloma include Bcr-Abl, Flt-3, RAF and FAK kinase inhibitors. In some embodiments, the agent is an alkylating agent, a proteasome inhibitor, a corticosteroid, or an immunomodulatory agent. Examples of an alkylating agent include cyclophosphamide (CY), melphalan (MEL), and bendamustine. In some embodiments, the proteasome inhibitor is carfilzomib. In some embodiments, the corticosteroid is dexamethasone (DEX). In some embodiments, the immunomodulatory agent is lenalidomide (LEN) or pomalidomide (POM). Additive or synergistic effects are desirable outcomes of combining a CDK2 inhibitor of the present disclosure with an additional agent.

The agents can be combined with the present compound in a single or continuous dosage form, or the agents can be administered simultaneously or sequentially as separate dosage forms.

The compounds of the present disclosure can be used in combination with one or more other inhibitors or one or more therapies for the treatment of infections. Examples of infections include viral infections, bacterial infections, fungus infections or parasite infections.

In some embodiments, a corticosteroid such as dexamethasone is administered to a patient in combination with the compounds of the disclosure where the dexamethasone is administered intermittently as opposed to continuously.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with another immunogenic agent, such as cancerous cells, purified tumor antigens (including recombinant proteins, peptides, and carbohydrate molecules), cells, and cells transfected with genes encoding immune stimulating cytokines. Non-limiting examples of tumor vaccines that can be used include peptides of melanoma antigens, such as peptides of gp100, MAGE antigens, Trp-2, MARTI and/or tyrosinase, or tumor cells transfected to express the cytokine GM-CSF.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with a vaccination protocol for the treatment of cancer. In some embodiments, the tumor cells are transduced to express GM-CSF. In some embodiments, tumor vaccines include the proteins from viruses implicated in human cancers such as Human Papilloma Viruses (HPV), Hepatitis Viruses (HBV and HCV) and Kaposi’s Herpes Sarcoma Virus (KHSV). In some embodiments, the compounds of the present disclosure can be used in combination with tumor specific antigen such as heat shock proteins isolated from tumor tissue itself. In some embodiments, the compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with dendritic cells immunization to activate potent anti-tumor responses.

The compounds of the present disclosure can be used in combination with bispecific macrocyclic peptides that target Fe alpha or Fe gamma receptor-expressing effectors cells to tumor cells. The compounds of the present disclosure can also be combined with macrocyclic peptides that activate host immune responsiveness.

In some further embodiments, combinations of the compounds of the disclosure with other therapeutic agents can be administered to a patient prior to, during, and/or after a bone marrow transplant or stem cell transplant. The compounds of the present disclosure can be used in combination with bone marrow transplant for the treatment of a variety of tumors of hematopoietic origin.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with vaccines, to stimulate the immune response to pathogens, toxins, and self-antigens. Examples of pathogens for which this therapeutic approach may be particularly useful, include pathogens for which there is currently no effective vaccine, or pathogens for which conventional vaccines are less than completely effective. These include, but are not limited to, HIV, Hepatitis (A, B, & C), Influenza, Herpes, Giardia, Malaria, Leishmania, Staphylococcus aureus, Pseudomonas Aeruginosa.

Viruses causing infections treatable by methods of the present disclosure include, but are not limit to human papillomavirus, influenza, hepatitis A, B, C or D viruses, adenovirus, poxvirus, herpes simplex viruses, human cytomegalovirus, severe acute respiratory syndrome virus, Ebola virus, measles virus, herpes virus (e.g., VZV, HSV-1, HAV-6, HSV-II, and CMV, Epstein Barr virus), flaviviruses, echovirus, rhinovirus, coxsackie virus, cornovirus, respiratory syncytial virus, mumps virus, rotavirus, measles virus, rubella virus, parvovirus, vaccinia virus, HTLV virus, dengue virus, papillomavirus, molluscum virus, poliovirus, rabies virus, JC virus and arboviral encephalitis virus.

Pathogenic bacteria causing infections treatable by methods of the disclosure include, but are not limited to, chlamydia, rickettsial bacteria, mycobacteria, staphylococci, streptococci, pneumococci, meningococci and conococci, klebsiella, proteus, serratia, pseudomonas, legionella, diphtheria, salmonella, bacilli, cholera, tetanus, botulism, anthrax, plague, leptospirosis, and Lyme’s disease bacteria.

Pathogenic fungi causing infections treatable by methods of the disclosure include, but are not limited to, Candida (albicans, krusei, glabrata, tropicalis, etc.), Cryptococcus neoformans, Aspergillus (fumigatus, niger, etc.), Genus Mucorales (mucor, absidia, rhizophus), Sporothrix schenkii, Blastomyces dermatitidis, Paracoccidioides brasiliensis, Coccidioides immitis and Histoplasma capsulatum.

Pathogenic parasites causing infections treatable by methods of the disclosure include, but are not limited to, Entamoeba histolytica, Balantidium coli, Naegleriafowleri, Acanthamoeba sp., Giardia lambia, Cryptosporidium sp., Pneumocystis carinii, Plasmodium vivax, Babesia microti, Trypanosoma brucei, Trypanosoma cruzi, Leishmania donovani, Toxoplasma gondi, and Nippostrongylus brasiliensis.

When more than one pharmaceutical agent is administered to a patient, they can be administered simultaneously, separately, sequentially, or in combination (e.g., for more than two agents).

Methods for the safe and effective administration of most of these chemotherapeutic agents are known to those skilled in the art. In addition, their administration is described in the standard literature. For example, the administration of many of the chemotherapeutic agents is described in the “Physicians’ Desk Reference” (PDR, e.g., 1996 edition, Medical Economics Company, Montvale, NJ), the disclosure of which is incorporated herein by reference as if set forth in its entirety.

II. Immune-Checkpoint Therapies

Compounds of the present disclosure can be used in combination with one or more immune checkpoint inhibitors for the treatment of diseases, such as cancer or infections. Exemplary immune checkpoint inhibitors include inhibitors against immune checkpoint molecules such as CBL-B, CD20, CD28, CD40, CD70, CD122, CD96, CD73, CD47, CDK2, GITR, CSF1R, JAK, PI3K delta, PI3K gamma, TAM, arginase, HPK1, CD137 (also known as 4-1BB), ICOS, A2AR, B7-H3, B7-H4, BTLA, CTLA-4, LAG3, TIM3, TLR (TLR7/8), TIGIT, CD112R, VISTA, PD-1, PD-L1 and PD-L2. In some embodiments, the immune checkpoint molecule is a stimulatory checkpoint molecule selected from CD27, CD28, CD40, ICOS, OX40, GITR and CD137. In some embodiments, the immune checkpoint molecule is an inhibitory checkpoint molecule selected from A2AR, B7-H3, B7-H4, BTLA, CTLA-4, IDO, KIR, LAG3, PD-1, TIM3, TIGIT, and VISTA. In some embodiments, the compounds provided herein can be used in combination with one or more agents selected from KIR inhibitors, TIGIT inhibitors, LAIR1 inhibitors, CD160 inhibitors, 2B4 inhibitors and TGFR beta inhibitors.

In some embodiments, the compounds provided herein can be used in combination with one or more agonists of immune checkpoint molecules, e.g., OX40, CD27, GITR, and CD137 (also known as 4-1BB).

In some embodiments, the inhibitor of an immune checkpoint molecule is anti-PD1 antibody, anti-PD-L1 antibody, or anti-CTLA-4 antibody.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-1 or PD-L1, e.g., an anti-PD-1 or anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-1 or anti-PD-L1 antibody is nivolumab, pembrolizumab, atezolizumab, durvalumab, avelumab, cemiplimab, atezolizumab, avelumab, tislelizumab, spartalizumab (PDR001), cetrelimab (JNJ-63723283), toripalimab (JS001), camrelizumab (SHR-1210), sintilimab (IBI308), AB122 (GLS-010), AMP-224, AMP-514/MEDI-0680, BMS936559, JTX-4014, BGB-108, SHR-1210, MEDI4736, FAZ053, BCD-100, KN035, CS1001, BAT1306, LZM009, AK105, HLX10, SHR-1316, CBT-502 (TQB2450), A167 (KL-A167), STI-A101 (ZKAB001), CK-301, BGB-A333, MSB-2311, HLX20, TSR-042, or LY3300054. In some embodiments, the inhibitor of PD-1 or PD-L1 is one disclosed in U.S. Pat. Nos. 7,488,802, 7,943,743, 8,008,449, 8,168,757, 8,217,149, or 10,308,644; U.S. Publ. Nos. 2017/0145025, 2017/0174671, 2017/0174679, 2017/0320875, 2017/0342060, 2017/0362253, 2018/0016260, 2018/0057486, 2018/0177784, 2018/0177870, 2018/0179179, 2018/0179201, 2018/0179202, 2018/0273519, 2019/0040082, 2019/0062345, 2019/0071439, 2019/0127467, 2019/0144439, 2019/0202824, 2019/0225601, 2019/0300524, or 2019/0345170; or PCT Pub. Nos. WO 03042402, WO 2008156712, WO 2010089411, WO 2010036959, WO 2011066342, WO 2011159877, WO 2011082400, or WO 2011161699, which are each incorporated herein by reference in their entirety. In some embodiments, the inhibitor of PD-L1 is INCB086550.

In some embodiments, the PD-L1 inhibitor is selected from the compounds in Table A, or a pharmaceutically acceptable salt thereof.

TABLE A Cmpd No. US Publication Appl. No. Name and Structure 1 US 2018-0179197, Example #24

(R)-1-((7-cyano-2-(3′-(3-(((R)-3-hydroxypyrrolidin-1-yl)methyl)-1,7-naphthyridin-8-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)pyrrolidine-3-carboxylic acid 2 US 2018-0179201, Example #2 N-(2-chloro-3′-(8-chloro-6-((2-hydroxyethylamino)methyl)-[1,2,4]triazolo[1,5-a]pyridin-2-yl)-2′-methylbiphenyl-3-yl)-5-((2-hydroxyethylamino)methyl)picolinamide

3 US 2018-0179197, Example #25 (S)-1-((7-cyano-2-(3′-(3-(((S)-3-hydroxypyrrolidin-1-yl)methyl)-1,7-naphthyridin-8-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)pyrrolidine-3-carboxylic acid

4 US 2018-0179197, Example #26 (R)-1-((7-cyano-2-(3′-(3-(((S)-3-hydroxypyrrolidin-1-yl)methyl)-1,7-naphthyridin-8-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)pyrrolidine-3-carboxylic acid

5 US 2018-0179197, Example #28 (S)-1-((7-cyano-2-(3′-(3-(((R)-3-hydroxypyrrolidin-1-yl)methyl)-1,7-naphthyridin-8-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)pyrrolidine-3-carboxylic acid

6 US 2018-0179197, Example #236 1-((7-cyano-2-(3′-(5-(2-(dimethylamino)acetyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)piperidine-4-carboxylic acid

7 US 2018-0179179, N,N′-(2-chloro-2′-methylbiphenyl-3,3′-diyl)bis(5-((2-hydroxyethylamino) methyl)picolinamide) Example #1

8 US 2018-0179179, Example #9 (R)-1-((6-(2′-chloro-3′-(5-((3-hydroxypyrrolidin-1-yl)methyl)picolinamido)-2-methylbiphenyl-3-ylcarbamoyl)pyridin-3-yl)methyl)piperidine-4-carboxylic acid

9 US 2018-0179179, Example #12 (S)-1-((6-((2′-chloro-2-methyl-3′-(5-(pyrrolidin-1-ylmethyl)picolinamido)-[1,1′-biphenyl]-3-yl)carbamoyl)-4-methylpyridin-3-yl)methyl)piperidine-2-carboxylic acid

10 US 2018-0179202, Example #52 trans 4-(2-(2-(2-chloro-3′-(3-(((R)-3-hydroxypyrrolidin-1-yl)methyl)-1,7-naphthyridin-8-ylamino)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)ethyl)cyclohexanecarboxylic acid

11 US 2018-0179202, cis-4-((2-(2-chloro-3′-(3-(((R)-3-hydroxy-3-methylpyrrolidin-1-yl)methyl)-1,7-naphthyridin-8-ylamino)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl- Example #56 6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)methyl)cyclohexanecarboxylic acid

12 US 2018-0179202, Example #68 (R)-4-(2-(2-chloro-3′-(7-((3-hydroxypyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-ylamino)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)-1-methylcyclohexanecarboxylic acid

13 US 2018-0179202, Example #90 (R)-1-((8-((2-chloro-3′-(5-(N-ethyl-N-methylglycyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2′-methyl-[1,1′-biphenyl]-3-yl)amino)-1,7-naphthyridin-3-yl)methyl)pyrrolidine-3-carboxylic acid

14 US 2018-0177784, Example #35 (R)-2-(dimethylamino)-1-(2-(3′-(5-(2-(3-hydroxypyrrolidin-1-yl)acetyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2,2′-dimethylbiphenyl-3-yl)-4H-pyrrolo[3,4-d]thiazol-5(6H)-yl)ethanone

15 US 2018-0177870, Example #37 trans-4-((2-(2′-chloro-3′-(1,5-dimethyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-2-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)methyl)cyclohexane-1-carboxylic acid

16 US 2018-0177870, Example #100 trans-4-(2-(2-((2′-chloro-3′-(1,5-dimethyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-2-methyl-[1,1′-biphenyl]-3-yl)carbamoyl)-1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)ethyl)cyclohexane-1-carboxylic acid

17 US 2018-0177870, Example #114 cis-4-((2-((2′-chloro-3′-(1,5-dimethyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-2-methyl-[1,1′-biphenyl]-3-yl)carbamoyl)-1 -methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)methyl)cyclohexane-1-carboxylic acid

18 US 2018-0177870, Example #135 cis-4-((2-((2-chloro-3′-(1,5-dimethyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-2′-methyl-[1,1′-biphenyl]-3-yl)carbamoyl)-1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)methyl)cyclohexane-1-carboxylic acid

19 US 2018-0177870, Example #148 trans-4-(2-(2-((2′-chloro-2-cyano-3′-(1,5-dimethyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-[1,1′-biphenyl]-3-yl)carbamoyl)-1 -methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)ethyl)cyclohexane-1-carboxylic acid

20 US 2018-0177870, Example #159 trans-4-((2-(2-chloro-3′-(5-(2-(ethyl (methyl)amino)acetyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)methyl)cyclohexane-1-carboxylic acid

21 US 2018-0177870, Example #160 cis-4-((2-(2-chloro-3′-(5-(2-(ethyl(methyl)amino)acetyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)methyl)cyclohexane-1-carboxylic acid

22 US 2018-0177870, Example #161 4-(2-(2-(2-chloro-3′-(5-(2-(ethyl(methyl)amino)acetyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)ethyl)cyclohexane-1-carboxylic acid

23 US 2018-0177870, Example #162 4-(2-(2-(2-chloro-3′-(5-(2-(isopropyl(methyl)amino)acetyl)-5,6-dihydro-4H-pyrrolo[3,4-d]thiazol-2-yl)-2′-methylbiphenyl-3-ylcarbamoyl)-1-methyl-6,7-dihydro-1H-imidazo[4,5-c]pyridin-5(4H)-yl)ethyl)cyclohexane-1-carboxylic acid

24 US 2019-0300524, Example #16 (R)-1-((7-cyano-2-(3′-(2-(difluoromethyl)-7-((3-hydroxypyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)piperidine-4-carboxylic acid

25 US 2019-0300524, Example #17 (R)-1-((7-cyano-2-(3′-(2-(difluoromethyl)-7-(((R)-3-hydroxypyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)pyrrolidine-3-carboxylic acid

26 US 2019-0300524, Example #18 (R)-1-((7-cyano-2-(3′-(2-(difluoromethyl)-7-(((R)-3-hydroxypyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)-3-methylpyrrolidine-3-carboxylic acid

27 US 2019-0300524, Example #30 (R)-1-((7-cyano-2-(3′-(2-(difluoromethyl)-7-((3-hydroxy-3-methylpyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[dloxazol-5-yl)methyl)piperidine-4-carboxylic acid

28 US 2019-0300524, Example #31 (S)-1-((7-cyano-2-(3′-(2-(difluoromethyl)-7-((3-hydroxy-3-methylpyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-ylamino)-2,2′-dimethylbiphenyl-3-yl)benzo[d]oxazol-5-yl)methyl)piperidine-4-carboxylic acid

29 US 2019-0345170, Example #13 (R)-4-(2-(2-((2,2′-dichloro-3′-(5-(2-hydroxypropyl)-1-methyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-[1,1′-biphenyl]-3-yl)carbamoyl)-1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)ethyl)bicyclo[2.2.1]heptane-1-carboxylic acid

30 US 2019-0345170, Example #17 4,4′-(((((2,2′-dichloro-[1,1′-biphenyl]-3,3′-diyl)bis(azanediyl))bis(carbonyl))bis(1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridine-2,5-diyl))bis(ethane-2,1-diyl))bis(bicyclo[2.2.1]heptane-1-carboxylic acid)

31 US 2019-0345170, Example #18 4-((2-((3′-(5-(2-(4-carboxybicyclo[2.2.1]heptan-1-yl)ethyl)-1-methyl-4,5,6,7-tetrahydro-1H-imidazo[4,5-c]pyridine-2-carboxamido)-2,2′-dichloro-[1 ,1′-biphenyl]-3-yl)carbamoyl)-1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)methyl)bicyclo[2.2.1]heptane-1-carboxylic acid

32 US 2019-0345170, 4,4′-(((((2-chloro-2′-methyl-[1,1′-biphenyl]-3,3′-diyl)bis(azanediyl))bis(carbonyl))bis(1-methyl-1,4,6,7-tetrahydro-5H- Example #34 imidazo[4,5-c]pyridine-2,5-diyl))bis(ethane-2,1-diyl))bis(bicyclo[2.2.1]heptane-1-carboxylic acid)

33 US 2019-0345170, Example #51 4,4′-(((((2-chloro-2′-cyano-[1,1′-biphenyl]-3,3′-diyl)bis(azanediyl))bis(carbonyl))bis(1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridine-2,5-diyl))bis(ethane-2,1-diyl))bis(bicyclo[2.2.1]heptane-1-carboxylic acid)

34 US 2021-0094976, Example #1 (R)-4-(2-(2-((2-chloro-3′-((2-(difluoromethyl)-7-((3-hydroxypyrrolidin-1-yl)methyl)pyrido[3,2-d]pyrimidin-4-yl)amino)-2′-methyl-[1,1′-biphenyl]-3-yl)carbamoyl)-1-methyl-1,4,6,7-tetrahydro-5H-imidazo[4,5-c]pyridin-5-yl)ethyl)bicyclo[2.2.1]heptane-1-carboxylic acid

In some embodiments, the antibody is an anti-PD-1 antibody, e.g., an anti-PD-1 monoclonal antibody. In some embodiments, the anti-PD-1 antibody is nivolumab, pembrolizumab, cemiplimab, spartalizumab, camrelizumab, cetrelimab, toripalimab, sintilimab, AB122, AMP-224, JTX-4014, BGB-108, BCD-100, BAT1306, LZM009, AK105, HLX10, or TSR-042. In some embodiments, the anti-PD-1 antibody is nivolumab, pembrolizumab, cemiplimab, spartalizumab, camrelizumab, cetrelimab, toripalimab, or sintilimab. In some embodiments, the anti-PD-1 antibody is pembrolizumab. In some embodiments, the anti-PD-1 antibody is nivolumab. In some embodiments, the anti-PD-1 antibody is cemiplimab. In some embodiments, the anti-PD-1 antibody is spartalizumab. In some embodiments, the anti-PD-1 antibody is camrelizumab. In some embodiments, the anti-PD-1 antibody is cetrelimab. In some embodiments, the anti-PD-1 antibody is toripalimab. In some embodiments, the anti-PD-1 antibody is sintilimab. In some embodiments, the anti-PD-1 antibody is AB122. In some embodiments, the anti-PD-1 antibody is AMP-224. In some embodiments, the anti-PD-1 antibody is JTX-4014. In some embodiments, the anti-PD-1 antibody is BGB-108. In some embodiments, the anti-PD-1 antibody is BCD-100. In some embodiments, the anti-PD-1 antibody is BAT1306. In some embodiments, the anti-PD-1 antibody is LZM009. In some embodiments, the anti-PD-1 antibody is AK105. In some embodiments, the anti-PD-1 antibody is HLX10. In some embodiments, the anti-PD-1 antibody is TSR-042. In some embodiments, the anti-PD-1 monoclonal antibody is nivolumab or pembrolizumab. In some embodiments, the anti-PD-1 monoclonal antibody is MGA012 (INCMGA0012; retifanlimab). In some embodiments, the anti-PD1 antibody is SHR-1210. Other anti-cancer agent(s) include antibody therapeutics such as 4-1BB (e.g., urelumab, utomilumab). In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-L1, e.g., an anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-L1 monoclonal antibody is atezolizumab, avelumab, durvalumab, tislelizumab, BMS-935559, MED14736, atezolizumab (MPDL3280A; also known as RG7446), avelumab (MSB0010718C), FAZ053, KN035, CS1001, SHR-1316, CBT-502, A167, STI-A101, CK-301, BGB-A333, MSB-2311, HLX20, or LY3300054. In some embodiments, the anti-PD-L1 antibody is atezolizumab, avelumab, durvalumab, or tislelizumab. In some embodiments, the anti-PD-L1 antibody is atezolizumab. In some embodiments, the anti-PD-L1 antibody is avelumab. In some embodiments, the anti-PD-L1 antibody is durvalumab. In some embodiments, the anti-PD-L1 antibody is tislelizumab. In some embodiments, the anti-PD-L1 antibody is BMS-935559. In some embodiments, the anti-PD-L1 antibody is MEDI4736. In some embodiments, the anti-PD-L1 antibody is FAZ053. In some embodiments, the anti-PD-L1 antibody is KN035. In some embodiments, the anti-PD-L1 antibody is CS1001. In some embodiments, the anti-PD-L1 antibody is SHR-1316. In some embodiments, the anti-PD-L1 antibody is CBT-502. In some embodiments, the anti-PD-L1 antibody is A167. In some embodiments, the anti-PD-L1 antibody is STI-A101. In some embodiments, the anti-PD-L1 antibody is CK-301. In some embodiments, the anti-PD-L1 antibody is BGB-A333. In some embodiments, the anti-PD-L1 antibody is MSB-2311. In some embodiments, the anti-PD-L1 antibody is HLX20. In some embodiments, the anti-PD-L1 antibody is LY3300054.

In some embodiments, the inhibitor of an immune checkpoint molecule is a small molecule that binds to PD-L1, or a pharmaceutically acceptable salt thereof. In some embodiments, the inhibitor of an immune checkpoint molecule is a small molecule that binds to and internalizes PD-L1, or a pharmaceutically acceptable salt thereof. In some embodiments, the inhibitor of an immune checkpoint molecule is a compound selected from those in US 2018/0179201, US 2018/0179197, US 2018/0179179, US 2018/0179202, US 2018/0177784, US 2018/0177870, U.S. Ser. No. 16/369,654 (filed Mar. 29, 2019), and U.S. Ser. No. 62/688,164, or a pharmaceutically acceptable salt thereof, each of which is incorporated herein by reference in its entirety.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of KIR, TIGIT, LAIR1, CD160, 2B4 and TGFR beta.

In some embodiments, the inhibitor is MCLA-145.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CTLA-4, e.g., an anti-CTLA-4 antibody. In some embodiments, the anti-CTLA-4 antibody is ipilimumab, tremelimumab, AGEN1884, or CP-675,206.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of LAG3, e.g., an anti-LAG3 antibody. In some embodiments, the anti-LAG3 antibody is BMS-986016, LAG525, INCAGN2385, or eftilagimod alpha (IMP321).

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD73. In some embodiments, the inhibitor of CD73 is oleclumab.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIGIT. In some embodiments, the inhibitor of TIGIT is OMP-31M32.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of VISTA. In some embodiments, the inhibitor of VISTA is JNJ-61610588 or CA-170.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of B7-H3. In some embodiments, the inhibitor of B7-H3 is enoblituzumab, MGD009, or 8H9.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of KIR. In some embodiments, the inhibitor of KIR is lirilumab or IPH4102.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of A2aR. In some embodiments, the inhibitor of A2aR is CPI-444.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TGF-beta. In some embodiments, the inhibitor of TGF-beta is trabedersen, galusertinib, or M7824.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PI3K-gamma. In some embodiments, the inhibitor of PI3K-gamma is IPI-549.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD47. In some embodiments, the inhibitor of CD47 is Hu5F9-G4 or TTI-621.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD73. In some embodiments, the inhibitor of CD73 is MEDI9447.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD70. In some embodiments, the inhibitor of CD70 is cusatuzumab or BMS-936561.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIM3, e.g., an anti-TIM3 antibody. In some embodiments, the anti-TIM3 antibody is INCAGN2390, MBG453, or TSR-022.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD20, e.g., an anti-CD20 antibody. In some embodiments, the anti-CD20 antibody is obinutuzumab or rituximab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of OX40, CD27, CD28, GITR, ICOS, CD40, TLR7/8, and CD137 (also known as 4-1BB).

In some embodiments, the agonist of CD137 is urelumab. In some embodiments, the agonist of CD137 is utomilumab.

In some embodiments, the agonist of an immune checkpoint molecule is an inhibitor of GITR. In some embodiments, the agonist of GITR is TRX518, MK-4166, INCAGN1876, MK-1248, AMG228, BMS-986156, GWN323, MEDI1873, or MEDI6469. In some embodiments, the agonist of an immune checkpoint molecule is an agonist of OX40, e.g., OX40 agonist antibody or OX40L fusion protein. In some embodiments, the anti-OX40 antibody is INCAGN01949, MEDI0562 (tavolimab), MOXR-0916, PF-04518600, GSK3174998, BMS-986178, or 9B12. In some embodiments, the OX40L fusion protein is MEDI6383.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD40. In some embodiments, the agonist of CD40 is CP-870893, ADC-1013, CDX-1140, SEA-CD40, RO7009789, JNJ-64457107, APX-005M, or Chi Lob 7/4.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of ICOS. In some embodiments, the agonist of ICOS is GSK-3359609, JTX-2011, or MEDI-570.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD28. In some embodiments, the agonist of CD28 is theralizumab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD27. In some embodiments, the agonist of CD27 is varlilumab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of TLR7/8. In some embodiments, the agonist of TLR7/8 is MEDI9197.

The compounds of the present disclosure can be used in combination with bispecific antibodies. In some embodiments, one of the domains of the bispecific antibody targets PD-1, PD-L1, CTLA-4, GITR, OX40, TIM3, LAG3, CD137, ICOS, CD3 or TGFβ receptor. In some embodiments, the bispecific antibody binds to PD-1 and PD-L1. In some embodiments, the bispecific antibody that binds to PD-1 and PD-L1 is MCLA-136. In some embodiments, the bispecific antibody binds to PD-L1 and CTLA-4. In some embodiments, the bispecific antibody that binds to PD-L1 and CTLA-4 is AK104.

In some embodiments, the compounds of the disclosure can be used in combination with one or more metabolic enzyme inhibitors. In some embodiments, the metabolic enzyme inhibitor is an inhibitor of IDO1, TDO, or arginase. Examples of IDO1 inhibitors include epacadostat, NLG919, BMS-986205, PF-06840003, IOM2983, RG-70099 and LY338196. Inhibitors of arginase inhibitors include INCB1158.

As provided throughout, the additional compounds, inhibitors, agents, etc. can be combined with the present compound in a single or continuous dosage form, or they can be administered simultaneously or sequentially as separate dosage forms.

Formulation, Dosage Forms and Administration

When employed as pharmaceuticals, the compounds of the present disclosure can be administered in the form of pharmaceutical compositions. Thus, the present disclosure provides a composition comprising a compound of Formula I, II, or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or a pharmaceutically acceptable salt thereof, or any of the embodiments thereof, and at least one pharmaceutically acceptable carrier or excipient. These compositions can be prepared in a manner well known in the pharmaceutical art, and can be administered by a variety of routes, depending upon whether local or systemic treatment is indicated and upon the area to be treated. Administration may be topical (including transdermal, epidermal, ophthalmic and to mucous membranes including intranasal, vaginal and rectal delivery), pulmonary (e.g., by inhalation or insufflation of powders or aerosols, including by nebulizer; intratracheal or intranasal), oral or parenteral. Parenteral administration includes intravenous, intraarterial, subcutaneous, intraperitoneal intramuscular or injection or infusion; or intracranial, e.g., intrathecal or intraventricular, administration. Parenteral administration can be in the form of a single bolus dose, or may be, e.g., by a continuous perfusion pump. Pharmaceutical compositions and formulations for topical administration may include transdermal patches, ointments, lotions, creams, gels, drops, suppositories, sprays, liquids and powders. Conventional pharmaceutical carriers, aqueous, powder or oily bases, thickeners and the like may be necessary or desirable.

This disclosure also includes pharmaceutical compositions which contain, as the active ingredient, the compound of the present disclosure or a pharmaceutically acceptable salt thereof, in combination with one or more pharmaceutically acceptable carriers or excipients. In some embodiments, the composition is suitable for topical administration. In making the compositions of the present disclosure, the active ingredient is typically mixed with an excipient, diluted by an excipient or enclosed within such a carrier in the form of, e.g., a capsule, sachet, paper, or other container. When the excipient serves as a diluent, it can be a solid, semi-solid, or liquid material, which acts as a vehicle, carrier or medium for the active ingredient. Thus, the compositions can be in the form of tablets, pills, powders, lozenges, sachets, cachets, elixirs, suspensions, emulsions, solutions, syrups, aerosols (as a solid or in a liquid medium), ointments containing, e.g., up to 10% by weight of the active compound, soft and hard gelatin capsules, suppositories, sterile injectable solutions and sterile packaged powders.

In preparing a formulation, the active compound can be milled to provide the appropriate particle size prior to combining with the other ingredients. If the active compound is substantially insoluble, it can be milled to a particle size of less than 200 mesh. If the active compound is substantially water soluble, the particle size can be adjusted by milling to provide a substantially uniform distribution in the formulation, e.g., about 40 mesh.

The compounds provided herein may be milled using known milling procedures such as wet milling to obtain a particle size appropriate for tablet formation and for other formulation types. Finely divided (nanoparticulate) preparations of the compounds presented herein can be prepared by processes known in the art see, e.g., WO 2002/000196.

Some examples of suitable excipients include lactose, dextrose, sucrose, sorbitol, mannitol, starches, gum acacia, calcium phosphate, alginates, tragacanth, gelatin, calcium silicate, microcrystalline cellulose, polyvinylpyrrolidone, cellulose, water, syrup and methyl cellulose. The formulations can additionally include: lubricating agents such as talc, magnesium stearate and mineral oil; wetting agents; emulsifying and suspending agents; preserving agents such as methyl- and propylhydroxy-benzoates; sweetening agents; and flavoring agents. The compositions of the present disclosure can be formulated so as to provide quick, sustained or delayed release of the active ingredient after administration to the patient by employing procedures known in the art.

In some embodiments, the pharmaceutical composition comprises silicified microcrystalline cellulose (SMCC) and at least one compound described herein, or a pharmaceutically acceptable salt thereof. In some embodiments, the silicified microcrystalline cellulose comprises about 98% microcrystalline cellulose and about 2% silicon dioxide w/w.

In some embodiments, the composition is a sustained release composition comprising at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one component selected from microcrystalline cellulose, lactose monohydrate, hydroxypropyl methylcellulose and polyethylene oxide. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and hydroxypropyl methylcellulose. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and polyethylene oxide. In some embodiments, the composition further comprises magnesium stearate or silicon dioxide. In some embodiments, the microcrystalline cellulose is Avicel PH102™. In some embodiments, the lactose monohydrate is Fast-flo 316™. In some embodiments, the hydroxypropyl methylcellulose is hydroxypropyl methylcellulose 2208 K4M (e.g., Methocel K4 M Premier™ ) and/or hydroxypropyl methylcellulose 2208 K100LV (e.g., Methocel KOOLV™). In some embodiments, the polyethylene oxide is polyethylene oxide WSR 1105 (e.g., Polyox WSR 1105™).

In some embodiments, a wet granulation process is used to produce the composition. In some embodiments, a dry granulation process is used to produce the composition.

The compositions can be formulated in a unit dosage form, each dosage containing from about 5 to about 1,000 mg (1 g), more usually about 100 mg to about 500 mg, of the active ingredient. In some embodiments, each dosage contains about 10 mg of the active ingredient. In some embodiments, each dosage contains about 50 mg of the active ingredient. In some embodiments, each dosage contains about 25 mg of the active ingredient. The term “unit dosage forms” refers to physically discrete units suitable as unitary dosages for human subjects and other mammals, each unit containing a predetermined quantity of active material calculated to produce the desired therapeutic effect, in association with a suitable pharmaceutical excipient.

The components used to formulate the pharmaceutical compositions are of high purity and are substantially free of potentially harmful contaminants (e.g., at least National Food grade, generally at least analytical grade, and more typically at least pharmaceutical grade). Particularly for human consumption, the composition is preferably manufactured or formulated under Good Manufacturing Practice standards as defined in the applicable regulations of the U.S. Food and Drug Administration. For example, suitable formulations may be sterile and/or substantially isotonic and/or in full compliance with all Good Manufacturing Practice regulations of the U.S. Food and Drug Administration.

The active compound may be effective over a wide dosage range and is generally administered in a therapeutically effective amount. It will be understood, however, that the amount of the compound actually administered will usually be determined by a physician, according to the relevant circumstances, including the condition to be treated, the chosen route of administration, the actual compound administered, the age, weight, and response of the individual patient, the severity of the patient’s symptoms and the like.

The therapeutic dosage of a compound of the present disclosure can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound provided herein in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds disclosed herein can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 µg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

For preparing solid compositions such as tablets, the principal active ingredient is mixed with a pharmaceutical excipient to form a solid preformulation composition containing a homogeneous mixture of a compound of the present disclosure. When referring to these preformulation compositions as homogeneous, the active ingredient is typically dispersed evenly throughout the composition so that the composition can be readily subdivided into equally effective unit dosage forms such as tablets, pills and capsules. This solid preformulation is then subdivided into unit dosage forms of the type described above containing from, e.g., about 0.1 to about 1000 mg of the active ingredient of the present disclosure.

The tablets or pills of the present disclosure can be coated or otherwise compounded to provide a dosage form affording the advantage of prolonged action. For example, the tablet or pill can comprise an inner dosage and an outer dosage component, the latter being in the form of an envelope over the former. The two components can be separated by an enteric layer which serves to resist disintegration in the stomach and permit the inner component to pass intact into the duodenum or to be delayed in release. A variety of materials can be used for such enteric layers or coatings, such materials including a number of polymeric acids and mixtures of polymeric acids with such materials as shellac, cetyl alcohol and cellulose acetate.

The liquid forms in which the compounds and compositions of the present disclosure can be incorporated for administration orally or by injection include aqueous solutions, suitably flavored syrups, aqueous or oil suspensions, and flavored emulsions with edible oils such as cottonseed oil, sesame oil, coconut oil, or peanut oil, as well as elixirs and similar pharmaceutical vehicles.

Compositions for inhalation or insufflation include solutions and suspensions in pharmaceutically acceptable, aqueous or organic solvents, or mixtures thereof, and powders. The liquid or solid compositions may contain suitable pharmaceutically acceptable excipients as described supra. In some embodiments, the compositions are administered by the oral or nasal respiratory route for local or systemic effect. Compositions can be nebulized by use of inert gases. Nebulized solutions may be breathed directly from the nebulizing device or the nebulizing device can be attached to a face mask, tent, or intermittent positive pressure breathing machine. Solution, suspension, or powder compositions can be administered orally or nasally from devices which deliver the formulation in an appropriate manner.

Topical formulations can contain one or more conventional carriers. In some embodiments, ointments can contain water and one or more hydrophobic carriers selected from, e.g., liquid paraffin, polyoxyethylene alkyl ether, propylene glycol, white Vaseline, and the like. Carrier compositions of creams can be based on water in combination with glycerol and one or more other components, e.g., glycerinemonostearate, PEG-glycerinemonostearate and cetylstearyl alcohol. Gels can be formulated using isopropyl alcohol and water, suitably in combination with other components such as, e.g., glycerol, hydroxyethyl cellulose, and the like. In some embodiments, topical formulations contain at least about 0.1, at least about 0.25, at least about 0.5, at least about 1, at least about 2 or at least about 5 wt% of the compound disclosed herein. The topical formulations can be suitably packaged in tubes of, e.g., 100 g which are optionally associated with instructions for the treatment of the select indication, e.g., psoriasis or other skin condition.

The amount of compound or composition administered to a patient will vary depending upon what is being administered, the purpose of the administration, such as prophylaxis or therapy, the state of the patient, the manner of administration and the like. In therapeutic applications, compositions can be administered to a patient already suffering from a disease in an amount sufficient to cure or at least partially arrest the symptoms of the disease and its complications. Effective doses will depend on the disease condition being treated as well as by the judgment of the attending clinician depending upon factors such as the severity of the disease, the age, weight and general condition of the patient and the like.

The compositions administered to a patient can be in the form of pharmaceutical compositions described above. These compositions can be sterilized by conventional sterilization techniques, or may be sterile filtered. Aqueous solutions can be packaged for use as is, or lyophilized, the lyophilized preparation being combined with a sterile aqueous carrier prior to administration. The pH of the compound preparations typically will be between 3 and 11, more preferably from 5 to 9 and most preferably from 7 to 8. It will be understood that use of certain of the foregoing excipients, carriers or stabilizers will result in the formation of pharmaceutical salts.

The therapeutic dosage of a compound of the present disclosure can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound provided herein in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the present disclosure can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 µg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

Labeled Compounds and Assay Methods

Another aspect of the present disclosure relates to labeled compounds of the disclosure (radio-labeled, fluorescent-labeled, etc.) that would be useful not only in imaging techniques but also in assays, both in vitro and in vivo, for localizing and quantitating KRAS protein in tissue samples, including human, and for identifying KRAS ligands by inhibition binding of a labeled compound. Substitution of one or more of the atoms of the compounds of the present disclosure can also be useful in generating differentiated ADME (Adsorption, Distribution, Metabolism and Excretion). Accordingly, the present disclosure includes KRAS binding assays that contain such labeled or substituted compounds.

The present disclosure further includes isotopically-labeled compounds of the disclosure. An “isotopically” or “radio-labeled” compound is a compound of the disclosure where one or more atoms are replaced or substituted by an atom having an atomic mass or mass number different from the atomic mass or mass number typically found in nature (i.e., naturally occurring). Suitable radionuclides that may be incorporated in compounds of the present disclosure include but are not limited to ²H (also written as D for deuterium), ³H (also written as T for tritium), ¹¹C, ¹³C, ¹⁴C, ¹³N, ¹⁵N, ¹⁵O, ¹⁷O, ¹⁸O, ¹⁸F, ³⁵S, ³⁶Cl, ⁸²Br, ⁷⁵Br, ⁷⁶Br, ⁷⁷Br, ¹²³I, ¹²⁴I, ¹²⁵I and ¹³¹I. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced by deuterium atoms (e.g., one or more hydrogen atoms of a C₁₋₆ alkyl group of Formula I, II, or any formulae provided herein can be optionally substituted with deuterium atoms, such as —CD₃ being substituted for —CH₃). In some embodiments, alkyl groups in Formula I, II, or any formulae provided herein can be perdeuterated.

One or more constituent atoms of the compounds presented herein can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1-2, 1-3, 1-4, 1-5, or 1-6 deuterium atoms. In some embodiments, all of the hydrogen atoms in a compound can be replaced or substituted by deuterium atoms.

Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can be used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes, such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (see e.g., A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312). In particular, substitution at one or more metabolism sites may afford one or more of the therapeutic advantages.

The radionuclide that is incorporated in the instant radio-labeled compounds will depend on the specific application of that radio-labeled compound. For example, for in vitro adenosine receptor labeling and competition assays, compounds that incorporate ³H, ¹⁴C, ⁸²Br, ¹²⁵I, ¹³¹I or ³⁵S can be useful. For radio-imaging applications ¹¹C, ¹⁸F, ¹²⁵I, ¹²³I, ¹²⁴I, ¹³¹I, ⁷⁵Br, ⁷⁶Br or ⁷⁷Br can be useful.

It is understood that a “radio-labeled” or “labeled compound” is a compound that has incorporated at least one radionuclide. In some embodiments, the radionuclide is selected from ³H, ¹⁴C, ¹²⁵I, ³⁵S and ⁸²Br.

The present disclosure can further include synthetic methods for incorporating radioisotopes into compounds of the disclosure. Synthetic methods for incorporating radioisotopes into organic compounds are well known in the art, and an ordinary skill in the art will readily recognize the methods applicable for the compounds of disclosure.

A labeled compound of the present disclosure can be used in a screening assay to identify and/or evaluate compounds. For example, a newly synthesized or identified compound (i.e., test compound) which is labeled can be evaluated for its ability to bind a KRAS protein by monitoring its concentration variation when contacting with the KRAS, through tracking of the labeling. For example, a test compound (labeled) can be evaluated for its ability to reduce binding of another compound which is known to bind to a KRAS protein (i.e., standard compound). Accordingly, the ability of a test compound to compete with the standard compound for binding to the KRAS protein directly correlates to its binding affinity. Conversely, in some other screening assays, the standard compound is labeled and test compounds are unlabeled. Accordingly, the concentration of the labeled standard compound is monitored in order to evaluate the competition between the standard compound and the test compound, and the relative binding affinity of the test compound is thus ascertained.

Kits

The present disclosure also includes pharmaceutical kits useful, e.g., in the treatment or prevention of diseases or disorders associated with the activity of KRAS, such as cancer or infections, which include one or more containers containing a pharmaceutical composition comprising a therapeutically effective amount of a compound of Formula I, II, or any of the embodiments thereof. Such kits can further include one or more of various conventional pharmaceutical kit components, such as, e.g., containers with one or more pharmaceutically acceptable carriers, additional containers, etc., as will be readily apparent to those skilled in the art. Instructions, either as inserts or as labels, indicating quantities of the components to be administered, guidelines for administration, and/or guidelines for mixing the components, can also be included in the kit.

The present disclosure will be described in greater detail by way of specific examples. The following examples are offered for illustrative purposes, and are not intended to limit the disclosure in any manner. Those of skill in the art will readily recognize a variety of non-critical parameters which can be changed or modified to yield essentially the same results. The compounds of the Examples have been found to inhibit the activity of KRAS according to at least one assay described herein.

EXAMPLES

Experimental procedures for compounds provided herein are provided below. Preparatory LC-MS purifications of some of the compounds prepared were performed on Waters mass directed fractionation systems. The basic equipment setup, protocols, and control software for the operation of these systems have been described in detail in the literature. See e.g. “Two-Pump At Column Dilution Configuration for Preparative LC-MS”, K. Blom, J. Combi. Chem., 4, 295 (2002); “Optimizing Preparative LC-MS Configurations and Methods for Parallel Synthesis Purification”, K. Blom, R. Sparks, J. Doughty, G. Everlof, T. Haque, A. Combs, J. Combi. Chem., 5, 670 (2003); and “Preparative LC-MS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Combi. Chem., 6, 874-883 (2004). The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check.

The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check under the following conditions: Instrument; Agilent 1100 series, LC/MSD, Column: Waters Sunfire™ C₁₈ 5 µm particle size, 2.1 × 5.0 mm, Buffers: mobile phase A: 0.025% TFA in water and mobile phase B: acetonitrile; gradient 2% to 80% of B in 3 minutes with flow rate 2.0 mL/minute.

Some of the compounds prepared were also separated on a preparative scale by reverse-phase high performance liquid chromatography (RP-HPLC) with MS detector or flash chromatography (silica gel) as indicated in the Examples. Typical preparative reverse-phase high performance liquid chromatography (RP-HPLC) column conditions are as follows:

-   pH = 2 purifications: Waters Sunfire™ C₁₈ 5 µm particle size, 19 x     100 mm column, eluting with mobile phase A: 0.1% TFA     (trifluoroacetic acid) in water and mobile phase B: acetonitrile;     the flow rate was 30 mL/minute, the separating gradient was     optimized for each compound using the Compound Specific Method     Optimization protocol as described in the literature [see     “Preparative LCMS Purification: Improved Compound Specific Method     Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb.     Chem., 6, 874-883 (2004)]. Typically, the flow rate used with the 30     × 100 mm column was 60 mL/minute. -   pH = 10 purifications: Waters XBridge C₁₈ 5 µm particle size, 19 x     100 mm column, eluting with mobile phase A: 0.15% NH₄OH in water and     mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the     separating gradient was optimized for each compound using the     Compound Specific Method Optimization protocol as described in the     literature [See “Preparative LCMS Purification: Improved Compound     Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A.     Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate     used with 30 x 100 mm column was 60 mL/minute.

The following abbreviations may be used herein: AcOH (acetic acid); Ac₂O (acetic anhydride); aq. (aqueous); atm. (atmosphere(s)); Boc (t-butoxycarbonyl); br (broad); Cbz (carboxybenzyl); calc. (calculated); d (doublet); dd (doublet of doublets); DBU (1,8-diazabicyclo[5.4.0]undec-7-ene); DCM (dichloromethane); DIAD (N, N′-diisopropyl azidodicarboxylate); DIEA (N,N-diisopropylethylamine); DIBAL-H (diisobutylaluminium hydride); DMF (N, N-dimethylformamide); EtOH (ethanol); EtOAc (ethyl acetate); FCC (flash column chromatography); g (gram(s)); h (hour(s)); HATU (N, N, N′, N′-tetramethyl-O-(7-azabenzotriazol-1-yl)uronium hexafluorophosphate); HCl (hydrochloric acid); HPLC (high performance liquid chromatography); Hz (hertz); J (coupling constant); LCMS (liquid chromatography - mass spectrometry); LDA (lithium diisopropylamide); m (multiplet); M (molar); mCPBA (3-chloroperoxybenzoic acid); MS (Mass spectrometry); Me (methyl); MeCN (acetonitrile); MeOH (methanol); mg (milligram(s)); min. (minutes(s)); mL (milliliter(s)); mmol (millimole(s)); N (normal); NBS (N-bromosuccinimide); NCS (N-chlorosuccinimide); NEt₃ (triethylamine); NIS (N-iodouccinimide); nM (nanomolar); NMP (N-methylpyrrolidinone); NMR (nuclear magnetic resonance spectroscopy); OTf (trifluoromethanesulfonate); Ph (phenyl); pM (picomolar); PPT(precipitate); RP-HPLC (reverse phase high performance liquid chromatography); r.t. (room temperature), s (singlet); t (triplet or tertiary); TBS (tert-butyldimethylsilyl); tert (tertiary); tt (triplet of triplets); TFA (trifluoroacetic acid); THF (tetrahydrofuran); µg (microgram(s)); µL (microliter(s)); µM (micromolar); wt % (weight percent). Brine is saturated aqueous sodium chloride. In vacuo is under vacuum.

The compounds of the present disclosure can be isolated in free-base or pharmaceutical salt form.

Intermediate 1. 7-Bromo-2,4-dichloro-8-fluoro-6-iodo-3-nitroquinoline

Step 1. 2-Amino-4-bromo-3-fluoro-5-iodobenzoic acid

NIS (9.61 g, 42.7 mmol) was added to a solution of 2-amino-4-bromo-3-fluorobenzoic acid (10.0 g, 42.7 mmol) in DMF (100 mL) and then the reaction was stirred at 80° C. for 6 h. The mixture was cooled with ice water and then water (150 mL) was added and stirred for 20 min, the precipitate was filtered and washed with water, dried to provide the desired product as a solid. LCMS calculated for C₇H₅BrFINO₂ (M+H)⁺: 359.9/361.9; found 359.8/361.8.

Step 2. 7-Bromo-8-fluoro-6-iodo-2H-benzo[d][1,3]oxazine-2,4(1H)-dione

To a solution of 2-amino-4-bromo-3-fluoro-5-iodobenzoic acid (8.4 g, 23.34 mmol) in 1,4-Dioxane (200 mL) was added triphosgene (6.34 g, 21.37 mmol), and the reaction mixture was stirred at 100° C. for 1 h. After cooling to r.t., ice was added until a solid precipitated. The mixture was then fully diluted with water (final volume ~400 mL) and the solid collected by filtration then air dried. The crude product was used in the next step without further purification.

Step 3. 7-Bromo-8-fluoro-6-iodo-3-nitroquinoline-2,4-diol

DIPEA (6.06 ml, 34.7 mmol) was added to a solution of ethyl 2-nitroacetate (4.62 g, 17.36 mmol) in toluene (10.0 mL) at r.t. and stirred for 10 min. 7-Bromo-8-fluoro-6-iodo-2H-benzo[d][1,3]oxazine-2,4(1H)-dione (6.7 g, 17.36 mmol) was then added to the reaction mixture and the the reaction was stirred at 95° C. for 3 h. The reaction was cooled with ice water and then 1 N HCI (40 mL) was added. The solid precipitate was collected via filtration then washed with small amount of ethyl acetate to provide the desired product as a yellow solid (6 g, 81%). LCMS calculated for C₉H₄BrFIN₂O₄ (M+H)⁺: m/z = 428.8/430.8; found 428.8/430.8.

Step 4. 7-Bromo-2,4-dichloro-8-fluoro-6-iodo-3-nitroquinoline

DIPEA (3.67 mL, 21.03 mmol) was added to a mixture of 7-bromo-8-fluoro-6-iodo-3-nitroquinoline-2,4-diol (4.51 g, 10.51 mmol) in POCI₃ (4.9 mL, 52.6 mmol) and then the reaction was stirred at 105° C. for 3 h. The solvent was removed under vacuum and then azeotroped with toluene 3 times to provide the crude material which was used in the next step without further purification. LCMS calculated for C₉H₂BrCl₂FIN₂O₂ (M+H)⁺: m/z = 464.8/466.8/468.8; found 464.8/466.8/468.8.

Intermediate 2. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-Butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(methylthio)-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

DIPEA (4.5ml, 25.8 mmol) was added to a solution of Intermediate 1 (10 g, 21.5 mmol) and tert-butyl (endo)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.68 g, 23.6 mmol) in DMF (100 mL) at room temperature. The reaction was stirred for 1 hour. Upon full conversion, the reaction mixture was cooled to 0° C. Sodium thiomethoxide (24 mL, 21% in H₂O, 71 mmol) was added to the mixture, and the reaction temperature was raised to room temperature and stirred at room temperature for 2 hours. Upon full conversion, the reaction mixture was diluted with water, the solids were filtered, and the solids were dried overnight. The crude solid (14.75 g, quant.) was taken to the next step without further purification. LCMS calculated for C₂₀H₂₂BrFIN₄O₄ S (M+H)⁺: m/z = 639.0/641.0; found: 639.1/641.1. Step 2. tert-Butyl (endo)-5-((3-amino-7-bromo-8-fluoro-6-iodo-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

The crude solid from step 1 (14.75 g, 23.1 mmol) was dissolved in glacial acetic acid (223 mL). Iron powder (6.44 g, 115 mmol) was added in one portion. The suspension was stirred under nitrogen and heated to 80° C. for 30 minutes. The reaction mixture was cooled to room temperature, and the solvent was removed under reduced pressure. The crude residue was neutralized with sat. aq. NaHCO₃ and diluted with DCM. The layers were separated and the aqueous layer extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, and concentrated. The crude solid (6.77 g, 48%) was taken to the next step without further purification. LCMS calculated for C₂₀H₂₄BrFIN₄O₂S (M+H)⁺: m/z = 609.0/611.0; found 609.1/611.1.

Step 3. tert-Butyl (endo)-5-((7-bromo-3-(2-chloroacetamido)-8-fluoro-6-iodo-2-(methylthio) quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

The crude solid from step 2 (6.77 g, 11.1 mmol) was dissolved in ethyl acetate (223 mL). To this suspension was added 2-chloroacetic acid (1.26 g, 13.3 mmol), pyridine (2.7 mL, 33.3 mmol), and T3P solution (13.6 mL, 50% in EtOAc, 22.2 mmol). The reaction mixture was stirred rapidly at room temperature for 2 hours. The reaction mixture was quenched with water, and the layers were separated. The aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, and concentrated. The crude residue was purified by automatic flash column chromatography (0-50% EA/DCM) to afford the desired material (4.75 g, 62%). LCMS calculated for C₂₂H₂₅BrCIFIN₄O₃S (M+H)⁺: m/z = 685.0/687.0; found 685.1/687.1.

Step 4. tert-Butyl (endo)-5-(8-bromo-7-fluoro-9-iodo-5-(methylthio)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Tert-butyl (endo)-5-((7-bromo-3-(2-chloroacetamido)-8-fluoro-6-iodo-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.75 g, 6.93 mmol) was dissolved into dry DMF (35 mL), and the solution was cooled to 0° C. Sodium hydride (0.55 g, 60% dispersion in mineral oil, 13.9 mmol) was added in portions, and the solution was stirred at 0° C. for 5 minutes, then warmed to room temperature and stirred for 2 hours. Upon completion of the reaction, the mixture was cooled to 0° C. and quenched by the slow addition of sat. aq. NH₄CI solution. The solution was further diluted with water and stirred rapidly to facilitate precipitation of the crude product. The suspension was filtered and the crude solid was taken to the next step without further purification. LCMS calculated for C₂₂H₂₄BrFIN₄O₃S (M+H)⁺: m/z = 649.0/651.0; found 648.9/650.9.

Step 5. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A vial was charged with tert-butyl (endo)-5-(8-bromo-7-fluoro-9-iodo-5-(methylthio)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.67 g, 7.19 mmol), tetrakis(triphenylphosphine)palladium(0) (0.83 g, 0.72 mmol), and a stir bar. The vial was evacuated and backfilled three times with nitrogen. To the mixture was added dry DMF (24 ml), diisopropylethylamine (1.88 mL, 10.8 mmol), tetramethylammonium formate (5.6 mL, 30 wt.% solution in water, 14.4 mmol), and acrylonitrile (4.74 mL, 72 mmol). The reaction mixture was stirred at 70° C. for 3 hours. The reaction mixture was cooled to room temperature and quenched with water. The solution was diluted with DCM, the layers were separated, and the aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, and concentrated. The crude residue was purified by automatic flash column chromatography (0-1000% EA/hexanes) to afford the desired material (3.8 g, 92%). LCMS calculated for C₂₅H₂₈BrFN₅O₃S (M+H)⁺: m/z = 576.1/578.1; found 576.0/578.0.

Intermediate 3. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylsulfinyl)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (0.74 g, 3.3 mmol) was added to a solution of Intermediate 2 (1.73 g, 3.01 mmol) in DCM (15 mL) at 0° C. After stirring for 1 hour at 0° C., the reaction mixture was quenched by addition of sat. aq. sodium thiosulfate solution and sat. aq. sodium bicarbonate solution. The mixture was diluted with DCM and the layers were separated. The aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, and concentrated. The crude residue was taken to the next step without further purification. LCMS calculated for C₂₁H₂₀BrFN₅O₄S (M+H-C₄H₈)⁺: m/z = 536.0/538.0; found 536.0/538.0. Step 2. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Sodium tert-butoxide (1.42 g, 14.8 mmol) was added to a solution of the crude material from the previous step (2.19 g, 3.7 mmol) and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (0.96 g, 7.39 mmol) in THF (37 ml). The reaction was stirred at room temperature for 1 hour. The reaction mixture was quenched with sat. aq. NH₄CI solution, and diluted with EtOAc. The layers were separated, and the aqueous layer was extracted with EtOAc. The combined organic fractions were dried over MgSO₄, filtered, and concentrated under reduced pressure. The crude residue was purified by automated flash column chromatography (0-25% MeOH/DCM) to afford the desired product. LCMS calculated for C₃₁H₃₉BrFN₆O₄ (M+H)⁺: m/z = 657.2/659.2; found 657.2/659.2.

Intermediate 4. 2-(7-Fluoronaphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane

Step 1. 7-Fluoronaphthalen-1-yl trifluoromethanesulfonate

In a 40 mL vial 7-fluoronaphthalen-1-ol (1 g, 6.17 mmol) was dissolved in DCM (20 ml) under nitrogen. Triethylamine (1 ml, 7.71 mmol) was added to the reaction mixture at 0° C. followed by Tf₂O (6.7 ml, 1 molar solution in DCM, 6.78 mmol) dropwise over 1 minute. The mixture was stirred at 30 minutes on ice and then saturated bicarbonate solution was added followed by additional DCM. The mixture was extracted, dried over MgSO₄, and used in the next step without further purification.

Step 2. 2-(7-Fluoronaphthalen-1-yl)-4,4,5,5-Tetramethyl-1,3,2-Dioxaborolane

In a 40 mL vial, 7-fluoronaphthalen-1-yl trifluoromethanesulfonate (1.814 g, 6.17 mmol), bis(pinacolato)diboron (1.957 g, 7.71 mmol), dichloro[1,1′-bis(diphenylphosphino)ferrocene] palladium (II) dichloromethane adduct (0.503 g, 0.617 mmol), and potassium acetate (1.210 g, 12.33 mmol) were dissolved in dioxane (20 ml) under nitrogen. The reaction mixture was stirred at 70° C. overnight. Water was added and the layers were separated. The aqueous layer was extracted with DCM and the combined organic fractions were dried over MgSO₄ and concentrated. The crude residue was purified by automated FCC (40 g silica, 0-100% DCM in heptane) to afford the desired product (1.27 g, 76%). LCMS calculated for C₁₀H₁₉BFO₂ (M+H)⁺: m/z = 273.1; found 273.1.

Intermediate 5. 6-Fluoro-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol

Step 1. 6-Fluoronaphthalen-1-amine

In a 250 mL round-bottomed flask, 6-fluoro-1-naphthoic acid (1.5 g, 7.89 mmol) was dissolved in toluene (30 mL) and tBuOH (7.5 mL) open to air. DIPEA (6.89 ml, 39.4 mmol) and diphenylphosphoryl azide (2.55 ml, 11.83 mmol) were added to the reaction mixture. The headspace was purged with nitrogen and the mixture was stirred and heated to 110° C. for 3 hours. The volatiles were removed and the crude residue was purified by automated FCC (0-30% EtOAc/heptane) to yield the Boc-protected aniline as a white solid. To this material was added TFA (50 mL) and the mixture was stirred at RT for 30 minutes. The volatiles were removed and the residue was neutralized with saturated sodium bicarbonate and extracted into DCM (3 x 80 mL), washed with brine, and dried over MgSO4. This material was used in the next step without further purification (1.61 g). LCMS calculated for C₁₀H₉FN (M+H)⁺: m/z = 162.1; found 162.1.

Step 2. 2,4-Dibromo-6-fluoronaphthalen-1-amine

In a 250 mL round-bottomed flask, 6-fluoronaphthalen-1-amine (1.5 g, 9.31 mmol) was dissolved in acetic acid (50 ml) open to air. Bromine (1.045 ml, 20.29 mmol) was added to the reaction mixture dropwise and solid precipitated immediately. The mixture was heated to 80° C. for 1.5 hours and then cooled. The slurry was poured into ice water and then filtered. The filter cake was copiously washed with 1N NaOH solution and then washed with water and dried on the filter to give the title compound as an off-white solid. The solid was taken onto the next step without further purification (1.64 g, 55%).

Step 3. 5-Bromo-7-fluoronaphtho[1,2-d][1,2,3]oxadiazole

In a 250 mL round-bottomed flask 2,4-dibromo-6-fluoronaphthalen-1-amine (1.60 g, 5.02 mmol) was dissolved in acetic acid (25 mL) and propionic acid (5 mL) and stirred at 0° C. open to air. Sodium nitrite (0.433 g, 6.27 mmol) was added to the reaction mixture portionwise over 2 minutes. The mixture was allowed to warm to RT and stirred for 1 hour. At this time, the mixture was poured into ice water (350 mL) with stirring and the precipitate was collected by filtration and washed with cold water. The material was dried on the filter, yielding the oxadiazole as a brown powder (1.16 g, 87%). LCMS calculated for C₁₀H₅BrFN₂O (M+H)⁺: m/z = 267.0/269.0; found 266.9/268.9.

Step 4. 4-Bromo-6-fluoronaphthalen-2-ol

To a 250 mL round-bottomed flask was added 5-bromo-7-fluoronaphtho[1,2-d][1,2,3]oxadiazole (1.12 g, 4.19 mmol) and ethanol (21 mL), and the reaction mixture was cooled to 0° C. Sodium borohydride (0.317 g, 8.39 mmol) was added slowly, and the reaction mixture was stirred and warmed slowly to room temperature. The reaction mixture was stirred at room temperature for 2 hours. The reaction mixture was cooled down to 0° C., then quenched with 1 M aqueous HCI solution. The aqueous solution was diluted with DCM, the layers were separated, and the aqueous layer was extracted with DCM. The combined organic fractions were basified with 1 M aqueous NaOH solution. The layers were separated and the aqueous layer was washed with DCM (keeping the product sodium salt in the aqueous layer). The combined organic fractions were discarded. The aqueous layer was acidified by addition of 12 M aqueous HCI solution. The desired product precipitated out and was isolated by filtration and taken to the next step without further purification (0.52 g, 51%). Step 5. 6-Fluoro-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol

In a 40 mL vial, 4-bromo-6-fluoronaphthalen-2-ol (0.52 g, 2.15 mmol), bis(pinacolato)diboron (0.681 g, 2.68 mmol), dichloro[1,1′-bis(diphenylphosphino)ferrocene]palladium (II) dichloromethane adduct (0.175 g, 0.214 mmol), and potassium acetate (0.421 g, 4.29 mmol) were dissolved in dioxane (11 ml) under nitrogen. The reaction mixture was stirred at 90° C. for two hours. Water was added and the layers were separated. The aqueous layer was extracted with DCM and the combined organic fractions were dried over MgSO₄ and concentrated. The crude residue was purified by automated FCC (0-50% EA/hexanes) to afford the desired product (0.463 g, 75%). LCMS calculated for C₁₆H₁₉BFO₃ (M+H)⁺: m/z = 289.1; found 289.1.

Intermediate 6. 2-(3-(Methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane

To a solution of 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol(5 g, 18.51 mmol) in DCM (37.0 ml) were added DIEA (9.70 ml, 55.5 mmol) and MOM-CI (2.81 ml, 37.0 mmol) and the reaction mixture was stirred at r.t. Additional MOM-CI had to be added to push reaction to completion (~2 eq) total. The reaction was quenched with water and extracted with DCM. The organic layer was dried over sodium sulfate and concentrated. The crude product was purified by automated flash column chromatography (0-20% ethyl acetate in hexanes) to provide the desired product as a colorless oil. LCMS calculated for C₁₇H₂₀BO₃ (M-MeOH)⁺: m/z = 283.2; found 283.1.

Intermediate 7. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-(methylthio)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A reaction vial was charged with Intermediate 2 (1.54 g, 2.67 mmol), tetrakis(triphenylphosphine)palladium(0) (0.617 g, 0.534 mmol), Intermediate 6 (0.923 g, 2.94 mmol), K₃PO₄ (0.849 g, 4.01 mmol) and 5:1 dioxane/water solution (13.36 mL). The mixture was sparged with N₂ for 1 min before it was heated at 100° C. for 2 h. Upon completion, the reaction was cooled to room temperature, diluted with water and DCM, and the layers were separated. The aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, then concentrated. The crude residue was purified by automated flash column chromatography (0-10% MeOH/DCM) to afford the desired product (1.53 g, 84%). LCMS calculated for C₃₇H₃₉FN₅O₅S (M+H)⁺: m/z = 684.3; found 684.4.

Intermediate 8. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-(methylsulfinyl)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1 (2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Intermediate 3, Step 1, replacing Intermediate 2 with Intermediate 7. LCMS calculated for C₃₃H₃₁FN₅O₆S (M+H-C₄H₈)⁺: m/z = 644.2; found 644.4.

Intermediate 9. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1 (2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-Butyl (endo)-5-((7-bromo-2-chloro-8-fluoro-6-iodo-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2. 1. 1]hexane-2-carboxylate

N,N-Diisopropylethylamine (22.5 mL, 129 mmol) was added to a solution of Intermediate 1 (20.0 g, 42.9 mmol) and tert-butyl (endo)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (10.2 g, 51.5 mmol) in MeCN (200 mL) at room temperature. The reaction was heated at 70° C. for 1 h. Upon full conversion, the reaction mixture was cooled to 0° C. resulting in precipitation. The solids were collected on frit and dried under vacuum overnight. The crude solid (12.1 g, 45%) was directly subjected to next step without further purification. LCMS calculated for C₁₉H₁₉BrCIFIN₄O₄ (M+H)⁺: m/z = 626.9/628.9; found: 626.9/628.9.

Step 2. tert-Butyl (endo)-5-((3-amino-7-bromo-2-chloro-8-fluoro-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

tert-Butyl (endo)-5-((7-bromo-2-chloro-8-fluoro-6-iodo-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (25.2 g, 40.2 mmol) was dissolved in glacial acetic acid (80 mL). Iron powder (11.2 g, 201 mmol) was added in one portion. The suspension was stirred under nitrogen and heated to 80° C. for 30 minutes. The reaction mixture was cooled to room temperature, and the solvent was removed under reduced pressure. The crude residue was neutralized with sat. aq. NaHCO₃ and diluted with DCM. The layers were separated and the aqueous layer extracted with DCM. The combined organic fractions were dried over Na₂SO₄, filtered, and concentrated. The crude solid was subjected to next step without further purification. LCMS calculated for C₁₉H₂₁BrCIFIN₄O₂ (M+H)⁺: m/z = 597.0/599.0; found 597.0/599.0.

Step 3. tert-Butyl (endo)-5-((7-bromo-2-chloro-3-(2-chloroacetamido)-8-fluoro-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

The crude solid from step 2 was dissolved in THF (200 mL). To this suspension was added N,N-diisopropylethylamine (23.2 mL, 133 mmol), 4-dimethylaminopyridine (5.89 g, 48.2 mmol) and 2-chloroacetyl chloride (15.0 g, 133 mmol). The reaction mixture was stirred rapidly at room temperature for 1 hour. The reaction mixture was quenched with water, and the layers were separated. The aqueous layer was extracted with ethyl acetate. The combined organic fractions were dried over Na₂SO₄, filtered, and concentrated. The crude residue was purified by flash column chromatography (0-50% EA/DCM) to afford the desired material (20.6 g, 76%, 2 steps). LCMS calculated for C₂₁H₂₂BrCI₂FIN₄O₃ (M+H)⁺: m/z = 672.9/674.9; found 673.1/675.1.

Step 4. tert-Butyl (endo)-5-(8-bromo-5-chloro-7-fluoro-9-iodo-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

tert-Butyl (endo)-5-((7-bromo-2-chloro-3-(2-chloroacetamido)-8-fluoro-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (7.5 g, 11.1 mmol) was dissolved in dry DMF (20 mL), and the solution was cooled to 0° C. Sodium hydride (1.3 g, 60% dispersion in mineral oil, 33.4 mmol) was added in portions, and the solution was stirred at 0° C. for 5 minutes, then warmed to room temperature and stirred for 2 hours. Upon completion of the reaction, the mixture was cooled to 0° C. and quenched by the slow addition of sat. aq. NH₄CI solution. The mixture was extracted with ethyl acetate. The organic layer was dried over Na₂SO₄, filtered and concentrated. The resulting crude solids was used directly for next step without further purification. LCMS calculated for C₂₁H₂₁BrCIFIN₄O₃ (M+H)⁺: m/z = 636.9/638.9; found 636.9/638.9.

Step 5. tert-Butyl (endo)-5-(8-bromo-7-fluoro-5-hydrazineyl-9-iodo-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

The crude solid from step 4 was suspended in MeCN (100 mL) and was added N,N-diisopropylethylamine (7.9 mL, 45.2 mmol) and hydrazine (2.4 mL, 75.0 mmol). The reaction mixture was stirred at 80° C. for 2 hours. Upon completion of the reaction, the volatiles were removed under vacuum and the resulting solids were used directly for the next step. LCMS calculated for C₂₁H₂₄BrFIN₆O₃ (M+H)⁺: m/z = 633.0/635.0; found 633.0/635.0.

Step 6. tert-Butyl (endo)-5-(8-bromo-7-fluoro-9-iodo-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

The crude solids from step 5 was dissolved in water (50 mL) and CuSO₄ (8.33 g, 33.4 mmol) was added. The reaction was heated at 80° C. for 16 hours. The mixture was diluted with water and extracted with DCM. The organic layer was dried over Na₂SO₄, filtered and concentrated. The crude residue was purified by flash column chromatography (0-100% EA/DCM) to afford the desired material (1.80 g, 27%, 3 steps). LCMS calculated for C₂₁H₂₂BrFIN₄O₃ (M+H)⁺: m/z = 603.0/605.0; found 603.0/605.0.

Step 7. tert-Butyl (endo)-(E)-5-(8-bromo-9-(2-cyanovinyl)-7-fluoro-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

tert-Butyl (endo)-5-(8-bromo-7-fluoro-9-iodo-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.74 g, 2.88 mmol), palladium acetate (0.065 g, 0.288 mmol) and tri-o-tolylphosphine (0.175 g, 0.576 mmol) in a vial was degassed and refilled with nitrogen. After addition of anhydrous DMF (14 mL), triethylamine (788 µL, 5.76 mmol) and acrylonitrile (378 µL, 5.76 mmol), the mixture was heated at 80° C. for 1 hour. The reaction mixture was diluted with water and extracted with ethyl acetate. The organic layer was dried over Na₂SO₄, filtered and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM). LCMS calculated for C₂₄H₂₄BrFN₅O₃ (M+H)⁺: m/z = 528.1/530.1; found 528.0/530.0.

Step 8. tert-Butyl (endo)-5-(9-((E)-2-cyanovinyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1 (2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A reaction vial was charged with tert-butyl (endo)-(E)-5-(8-bromo-9-(2-cyanovinyl)-7-fluoro-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.915 g, 1.73 mmol), tetrakis(triphenylphosphine)palladium(0) (0.200 g, 0.173 mmol), Intermediate 6 (0.680 g, 2.17 mmol), K₃PO₄ (1.47 g, 6.93 mmol) and 10:1 dioxane/water solution (8.5 mL). The mixture was sparged with N₂ for 1 min before it was heated at 100° C. for 2 hours. Upon completion, the reaction was cooled to room temperature, diluted with water and DCM, and the layers were separated. The aqueous layer was extracted with DCM. The combined organic fractions were dried over Na₂SO₄, filtered and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM) to afford the desired product. LCMS calculated for C₃₆H₃₅FN₅O₅ (M+H)⁺: m/z = 636.3; found 636.3.

Step 9. tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1jhexane-2-carboxylate

tert-Butyl (endo)-5-(9-((E)-2-cyanovinyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.400 g, 0.630 mmol) was dissolved in THF (2 mL). A 1 M THF solution containing lithium triethylborohydride (3.1 mL, 3.15 mmol) was added dropwise. The reaction was stirred for 0.5 hour and quenched with an aqueous solution of NH₄CI. The mixture was diluted with water and extracted with ethyl acetate. The organic layer was dried over Na₂SO₄, filtered and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM) to afford the desired product. LCMS calculated for C₃₆H₃₇FN₅O₅ (M+H)⁺: m/z = 638.3; found 638.2.

Intermediate 10. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(methylthio)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-Butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(methylthio)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of crude tert-butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(methylthio)-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (from Intermediate 2, step 1, 29.5 g, 46.2 mmol) in THF (600 ml) was added N,N-diisopropylethylamine (20.2 mL, 116 mmol), 4-dimethylaminopyridine (1.13 g, 9.24 mmol), and di-tert-butyl dicarbonate (20 g, 92 mmol). After stirring at 60° C. for 1 hour, the solution was quenched by saturated aqueous NaHCO₃ solution (300 mL) at room temperature. The resultant mixture was concentrated under reduced pressure to remove organic solvent. Then the obtained aqueous solution was extracted with EtOAc (300 mL x3), and the combined organic layers were washed with brine (100 mL x1), dried over Na₂SO₄, and concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford tert-butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(methylthio)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (24.0 g, 32.5 mmol, 70% yield). LCMS calculated for C₂₁H₂₂BrFIN₄O₆S (M-C₄H₈+H)⁺ m/z = 682.9/684.9; found 683.1/685.1.

Step 2. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

In a 1 L round-bottomed flask, tert-butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(methylthio)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (24 g, 32.5 mmol) was dissolved in DMF (300 mL), followed by the addition of N,N-diisopropylethylamine (8.50 mL, 48.7 mmol), acrylonitrile (12.4 mL, 325 mmol), tetramethylammonium formate (25% w/w solution in water, 23.2 mL, 48.7 mmol). Lastly, tetrakis(triphenylphosphine)palladium(0) (7.50 g, 6.49 mmol) was added to the solution. The reaction flask was evacuated, back filled with nitrogen, and the mixture was stirred at 50° C. for 15 hours. The resultant solution was filtered through thiol MTL Scvngr siliamets, and the residue was washed with MeOH. The obtained filtrate was concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford the desired tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (20 g, 30 mmol, 92 % yield). LCMS calculated for C₂₈H₃₃BrFN₅NaO₆S (M+Na)⁺ m/z = 688.1/690.1; found 688.2/690.2.

Step 3. tert-Butyl (endo)-5-((3-amino-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio) quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

In a 250 mL round-bottomed flask, tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (9.00 g, 13.5 mmol), iron (7.54 g, 135 mmol), and ammonium chloride (7.94 g, 149 mmol) were mixed in a solution of THF (50 mL), MeOH (50 mL), and water (50 mL). The mixture was stirred at 60° C. for 2 hours. After cooling at room temperature, the resultant solution was filtered through celite and the residue was washed with water, methanol, and DCM. The filtrate was concentrated under reduced pressure to remove the organic solvent. The obtained aqueous solution was extracted with DCM (200 mL x3), and the combined organic layers were washed with brine (100 mL x1), dried over Na₂SO₄, and concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, 120 g, eluting with a gradient of 0 to 100% Hex/EtOAc with 1% Et₃N) to afford tert-butyl (endo)-5-((3-amino-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (5.3 g, 8.3 mmol, 62% yield). LCMS calculated for C₂₈H₃₆BrFN₅O₄S (M+H)⁺ m/z = 636.2/638.2; found 636.3/638.3.

Step 4. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(methylthio)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (endo)-5-((3-amino-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (5.00 g, 7.85 mmol), copper(l) iodide (1.50 g, 7.85 mmol), and potassium iodide (6.52 g, 39.3 mmol) in propionic acid (70 mL) and water (18 mL) was added dropwise tert-butylnitrite (7.01 mL, 58.9 mmol), and the reaction mixture was stirred at -10° C. for 1 hour. The reaction was quenched by saturated aqueous Na₂S₂O₃ solution (100 mL), and the resultant solution was extracted with EtOAc (100 mL x3). The organic layers were washed with brine (100 mL x1), dried over Na₂SO₄, filtered and concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford the tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(methylthio)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.0 g, 5.4 mmol, 68 % yield). LCMS calculated for C₂₈H₃₃BrFIN₄NaO₄S (M+Na)⁺ m/z = 769.0/771.0; found 769.2/771.2.

Intermediate 11. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-Butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

N-Ethyl-N-isopropylpropan-2-amine (16 mL, 94 mmol) was added to a solution of 7-bromo-2,4-dichloro-8-fluoro-6-iodo-3-nitroquinoline (Intermediate 1, 11.0 g, 23.6 mmol) and tert-butyl (endo)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.68 g, 23.6 mmol) in DCM (700 mL), and the reaction mixture was then stirred at room temperature for 15 hours. The resultant mixture was concentrated under reduced pressure. The obtained residue was dissolved in THF (100 mL). After a suspension of (S)-(1-methylpyrrolidin-2-yl)methanol (6.46 mL, 54.3 mmol), sodium hydride (60% purity, 2.0 g, 50 mmol) in THF (100 mL) was stirred at 0° C. for 30 min, the prepared sodium alkoxide was added dropwise to the above solution at 0° C. The reaction mixture was stirred at room temperature for 1 hour. After the reaction mixture was quenched by saturated aqueous NH₄CI solution (200 mL), the resultant mixture was extracted with EtOAc (300 mL x 3). The combined organic layers were washed with brine (100 mL), dried over Na₂SO₄, filtered, and concentrated under reduced pressure. The obtained crude was used in the next reaction without further purification. LCMS calculated for C₂₅H₃₁BrFIN₅O₅ (M+H)⁺ m/z = 706.1/708.1; found 706.3/708.3.

Step 2. tert-Butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of crude tert-butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate in THF (240 ml) was added triethylamine (9.87 mL, 70.8 mmol), 4-dimethylaminopyridine (0.577 g, 4.72 mmol), and di-tert-butyl dicarbonate (7.73 g, 35.4 mmol) sequentially at room temperature. After stirring for 3 days, the solution was quenched by saturated aqueous NaHCO₃ solution (200 mL). The resultant mixture was extracted with EtOAc (200 mL x2), and the combined organic layers were washed with brine (100 mL x1), dried over Na₂SO₄, concentrated. The residue was purified by flash column chromatography (Agela Flash Column Silica-CS (120 g), eluting with a gradient of 0 to 100% hexanes/EtOAc) to afford tert-butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (6.0 g, 7.4 mmol) in 32% yield over 3 steps. LCMS calculated for C₃₀H₃₉BrFIN₅O₇ (M+H)⁺ m/z = 806.1/808.1; found 806.2/808.2.

Step 3. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

In a 50 mL vial, tert-butyl (endo)-5-((7-bromo-8-fluoro-6-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (6.0 g, 7.4 mmol) was dissolved in DMF (50 ml). N,N-Diisopropylethylamine (2.60 mL, 14.9 mmol), acrylonitrile (2.84 mL, 74.4 mmol), and tetramethylammonium formate (25% w/w solution in water, 7.1 mL, 14.9 mmol) was added to the solution. Lastly, the solution was treated with tetrakis(triphenylphosphine)palladium(0) (1.72 g, 1.49 mmol). The reaction vial was evacuated, back filled with nitrogen, and then stirred at 50° C. for 15 hours. The resulting solution was filtered through SiliaMetS thiol metal scavenger, and the residue was washed with MeOH. The obtained filtrate was concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, 120 g, eluting with a gradient of 0 to 20% DCM/MeOH) to afford tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.71 g, 6.42 mmol, 86 % yield). LCMS calculated for C₃₃H₄₃BrFN₆O₇ (M+H)⁺ m/z = 733.2/735.2; found 733.2/735.2.

Step 4. tert-Butyl (endo)-5-((3-amino-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

In a 100 mL round-bottomed flask, tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-nitroquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.71 g, 6.42 mmol), iron (3.59 g, 64.2 mmol), and ammonium chloride (3.61 g, 67.4 mmol) were mixed in a solution of THF (20 mL), Methanol (20 mL), and water (20 mL). The mixture was stirred at 60° C. for 1 hour. After cooling at room temperature, the resultant solution was filtered through Celite and the residue was washed with water, methanol, and DCM. The filtrate was concentrated under reduced pressure to remove most of the organic solvent. The aqueous solution was extracted with DCM (100 mL x3), and the combined organic layers were washed with brine (100 mL x1), dried over Na₂SO₄, and concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, 120 g, eluting with a gradient of 0 to 15% DCM/MeOH) to afford tert-butyl (endo)-5-((3-amino-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.00 g, 5.68 mmol, 89 % yield). LCMS calculated for C₃₃H₄₅BrFN₆O₅ (M+H)⁺ m/z = 703.3/705.3; found 703.4/705.4.

Step 5. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

To a solution of tert-butyl (endo)-5-((3-amino-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.00 g, 5.68 mmol), copper(l) iodide (1.08 g, 5.68 mmol), and potassium iodide (4.72 g, 28.4 mmol) in propionic acid (46 mL) and water (12 mL) was added dropwise tert-butyl nitrite, tech. (3.72 mL, 31.3 mmol), and the reaction mixture was stirred at -10° C. for 1 hour. The reaction was quenched by saturated aqueous Na₂S₂O₃ (100 mL), and the resultant solution was extracted with EtOAc (100 mL x3). The organic layers were washed with brine (100 mL x1), dried over Na₂SO₄, filtered and concentrated. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column, eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford the desired tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (2.6 g, 3.2 mmol, 56% yield). LCMS calculated for C₃₃H₄₃BrFIN₅O₅ (M+H)⁺ m/z = 814.1/816.1; found 814.3/816.3.

Example 1a and Example 1b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(1H-indol-3-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

A reaction vial was charged with Intermediate 3 (20 mg, 0.03 mmol), tetrakis(triphenylphosphine)palladium(0) (7 mg, 0.006 mmol), tert-butyl 3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1H-indole-1-carboxylate (16 mg, 0.046 mmol), K₃PO₄ (19 mg, 0.09 mmol) and 5:1 dioxane/water solution (0.3 mL). The mixture was sparged with N₂ for 1 min before it was heated at 100° C. for 1 h. Upon completion, the reaction was cooled to room temperature, diluted with water and DCM, and the layers were separated. The aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, then concentrated. The crude product was dissolved into 1:1 DCM/TFA (0.6 ml) and stirred at room temperature for 1 hour. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as single diastereomers.

-   Diastereomer 1 (1a, from Peak 1, 1.6 mg). LCMS calculated for     C₃₄H₃₇FN₇O₂ (M+H)⁺ m/z = 594.3; found 594.5. -   Diastereomer 2 (1b, from Peak 2, 1.8 mg). LCMS calculated for     C₃₄H₃₇FN₇O₂ (M+H)⁺ m/z = 594.3; found 594.5.

Example 2a, Example 2b and Example 2c. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 1a and Example 1b, replacing tert-butyl 3-(4,4,5,5-tetramethyl-1,3,2-dioxaborlan-2-yl)-1H-indole-1-carboxylate with (2,3-dichlorophenyl)boronic acid. The product was isolated as a mixture of diastereomers.

-   Diastereomer 1 (2a, from Peak 1, 1.5 mg). LCMS calculated for     C₃₂H₃₄Cl₂FN₆O₂ (M+H)⁺ m/z = 623.2; found 623.3. -   Diastereomer 2 (2b, from Peak 2, 0.3 mg). LCMS calculated for     C₃₂H₃₄Cl₂FN₆O₂ (M+H)⁺ m/z = 623.2; found 623.3. -   Diastereomer 3 (2c, from Peak 3, 0.8 mg). LCMS calculated for     C₃₂H₃₄Cl₂FN₆O₂ (M+H)⁺ m/z = 623.2; found 623.4.

Example 3a and Example 3b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoronaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 1a and Example 1b, replacing tert-butyl 3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1H-indole-1-carboxylate with Intermediate 4. The products were isolated as single diastereomers.

-   Diastereomer 1 (3a, from Peak 1, 1.5 mg). LCMS calculated for     C₃₆H₃₇F₂N₆O₂ (M+H)⁺ m/z = 623.3; found 623.5. -   Diastereomer 2 (3b, from Peak 2, 0.3 mg). LCMS calculated for     C₃₆H₃₇F₂N₆O₂ (M+H)⁺ m/z = 623.3; found 623.5.

Example 4a, Example 4b, Example 4c, and Example 4d. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoro-3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 1a and Example 1b, replacing tert-butyl 3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1H-indole-1-carboxylate with Intermediate 5. The products were isolated as single diastereomers.

-   Diastereomer 1 (4a, from Peak 1, 1.6 mg). LCMS calculated for     C₃₆H₃₇F₂N₆O₃ (M+H)⁺ m/z = 639.3; found 639.2. -   Diastereomer 2 (4b, from Peak 2, 1.6 mg). LCMS calculated for     C₃₆H₃₇F₂N₆O₃ (M+H)⁺ m/z = 639.3; found 639.2. -   Diastereomer 3 (4c, from Peak 3, 1.0 mg). LCMS calculated for     C₃₆H₃₇F₂N₆O₃ (M+H)⁺ m/z = 639.3; found 639.2. -   Diastereomer 4 (4d, from Peak 4, 3.9 mg). LCMS calculated for     C₃₆H₃₇F₂N₆O₃ (M+H)⁺ m/z = 639.3; found 639.2.

Example 5a and Example 5b. 5-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-5-yl)-N-methylpicolinamide

A reaction vial was charged with Intermediate 7 (25 mg, 0.037 mmol), N-methyl-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)picolinamide (24 mg, 0.091 mmol), tetrakis(triphenylphosphine)palladium(0) (8.5 mg, 0.007 mmol), and CuMeSal (28 mg, 0.132 mmol). The vial was evacuated and backfilled with nitrogen three times. Dioxane (0.35 ml) was added, and the reaction mixture was stirred at 90° C. for 2 hours. The reaction was cooled to RT, quenched with satd. aq. NH₄OH solution and diluted with DCM. The aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, then concentrated. The crude product was dissolved into 1:1 DCM/TFA (0.6 ml) and stirred at room temperature for 1 hour. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (5a, from Peak 1, 1.1 mg). LCMS calculated for     C₃₆H₃₁FN₇O₃ (M+H)⁺ m/z = 628.2; found 628.4. -   Enantiomeric Pair 2 (5b, from Peak 2, 1.3 mg). LCMS calculated for     C₃₆H₃₁FN₇O₃ (M+H)⁺ m/z = 628.2; found 628.4.

Example 6a and Example 6b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-5-(quinolin-7-yl)-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 5a and Example 5b, replacing N-methyl-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)picolinamide with quinolin-7-ylboronic acid. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (6a, from Peak 1, 0.8 mg). LCMS calculated for     C₃₈H₃₀FN₆O₂ (M+H)⁺ m/z = 621.2; found 621.4. -   Enantiomeric Pair 2 (6b, from Peak 2, 2.0 mg). LCMS calculated for     C₃₈H₃₀FN₆O₂ (M+H)⁺ m/z = 621.2; found 621.4.

Example 7a and Example 7b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(1-methyl-1H-imidazol-4-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 5a and Example 5b, replacing N-methyl-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)picolinamide with 1-methyl-4-(tributylstannyl)-1H-imidazole. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (7a, from Peak 1, 0.5 mg). LCMS calculated for     C₃₃H₂₉FN₇O₂ (M+H)⁺ m/z = 574.2; found 574.4. -   Enantiomeric Pair 2 (7b, from Peak 2, 1.6 mg). LCMS calculated for     C₃₃H₂₉FN₇O₂ (M+H)⁺ m/z = 574.2; found 574.3.

Example 8a and Example 8b. 3-(5-Benzyl-1-((en<fo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

A reaction vial was charged with Intermediate 7 (20 mg, 0.029 mmol) and tetrakis(triphenylphosphine)palladium(0) (6.8 mg, 0.006 mmol). The vial was evacuated and backfilled with nitrogen three times. Then, dry THF (0.1 mL) and benzylzinc bromide solution (0.58 mL, 0.5 M THF solution) were added, and the reaction mixture was stirred at 80° C. for 2 hours. The reaction was cooled to RT, quenched with satd. aq. NH₄CI solution and diluted with DCM. The aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, then concentrated. The crude product was dissolved into 1:1 DCM/TFA (0.6 ml) and stirred at room temperature for 1 hour. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (8a, from Peak 1, 0.9 mg). LCMS calculated for     C₃₆H₃₁FN₅O₂ (M+H)⁺ m/z = 584.2; found 584.4. -   Enantiomeric Pair 2 (8b, from Peak 2, 1.5 mg). LCMS calculated for     C₃₆H₃₁FN₅O₂ (M+H)⁺ m/z = 584.2; found 584.4.

Example 9a and Example 9b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-5-yl)-N-methylbenzamide

This compound was prepared according to the procedure described in Example 5a and Example 5b, replacing N-methyl-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)picolinamide with (3-(methylcarbamoyl)phenyl)boronic acid. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (9a, from Peak 1, 0.9 mg). LCMS calculated for     C₃₇H₃₂FN₆O₃ (M+H)⁺ m/z = 627.2; found 627.3. -   Enantiomeric Pair 2 (9b, from Peak 2, 1.1 mg). LCMS calculated for     C₃₇H32FN₆O₃ (M+H)⁺ m/z = 627.2; found 627.3.

Example 10a, Example 10b, Example 10c, and Example 10d. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-5-(((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

Sodium tert-butoxide (22 mg, 0.229 mmol) was added to a solution of Intermediate 8 (40 mg, 0.057 mmol) and ((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methanol(18 mg, 0.114 mmol) in THF (0.6 ml). The reaction was stirred at room temperature for 1 hour. The reaction mixture was quenched with sat. aq. NH₄CI solution, and diluted with DCM. The layers were separated, and the aqueous layer was extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, then concentrated. The crude product was dissolved into 1:1 DCM/TFA (0.6 ml) and stirred at room temperature for 1 hour. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as single diastereomers.

-   Diastereomer 1 (10a, from Peak 1, 0.9 mg). LCMS calculated for     C₃₇H₃₇F₂N₆O₃ (M+H)⁺ m/z = 651.3; found 651.4 -   Diastereomer 2 (10b, from Peak 2, 1.0 mg). LCMS calculated for     C₃₇H₃₇F₂N₆O₃ (M+H)⁺ m/z = 651.3; found 651.4 -   Diastereomer 3 (10c, from Peak 3, 1.6 mg). LCMS calculated for     C₃₇H₃₇F₂N₆O₃ (M+H)⁺ m/z = 651.3; found 651.4 -   Diastereomer 4 (10d, from Peak 4, 1.8 mg). LCMS calculated for     C₃₇H₃₇F₂N₆O₃ (M+H)⁺ m/z = 651.3; found 651.4

Example 11a, Example 11b, Example 11c, and Example 11d. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 10a, Example 10b, Example 10c, and Example 10d, replacing ((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methanol with (S)-1-(dimethylamino)propan-2-ol. The products were isolated as single diastereomers.

-   Diastereomer 1 (11a, from Peak 1, 0.9 mg). LCMS calculated for     C₃₄H₃₆FN₆O₃ (M+H)⁺ m/z = 595.3; found 595.3 -   Diastereomer 2 (11b, from Peak 2, 1.0 mg). LCMS calculated for     C₃₄H₃₆FN₆O₃ (M+H)⁺ m/z = 595.3; found 595.3 -   Diastereomer 3 (11c, from Peak 3, 1.6 mg). LCMS calculated for     C₃₄H₃₆FN₆O₃ (M+H)⁺ m/z = 595.3; found 595.3 -   Diastereomer 4 (11d, from Peak 4, 1.8 mg). LCMS calculated for     C₃₄H₃₆FN₆O₃ (M+H)⁺ m/z = 595.3; found 595.3

Example 12a and Example 12b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

Step 1. tert-Butyl (endo)-5-((7-bromo-3-(3-((tert-butyldimethylsilyl)oxy)prop-1-yn-1-yl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of copper(l) iodide (0.398 g, 2.09 mmol), tetrakis(triphenylphosphine)palladium (0) (1.21 g, 1.05 mmol), and tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 11, 1.70 g, 2.09 mmol) in DMF (20 mL) was evacuated and backfilled with nitrogen. Then tert-butyldimethyl(prop-2-yn-1-yloxy)silane (0.85 mL, 4.2 mmol) and triethylamine (2.9 mL, 21 mmol) was added to the solution, respectively. After the reaction mixture was stirred at room temperature for 48 hours, the mixture was filtered through thiol MTL Scvngr siliamets and the residue was washed with MeOH and MeCN. The filtrate was concentrated under reduced pressure, and the residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (120 g), eluting with a gradient of 0 to 100% hexanes/1% in EtOAc) to afford the desired product, which was used in the next reaction without further purification. LCMS calculated for C₄₂H₆oBrFN₅O₆Si (M+H)⁺ m/z = 856.3; found 856.5.

Step 2. tert-Butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tert-butyldimethylsilyl)oxy)prop-1-yn-1-yl)-6-(2-cyanoethyl)-8-fluoro-7-(3-hydroxynaphthalen-1-yl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((7-bromo-3-(3-((tert-butyldimethylsilyl)oxy)prop-1-yn-1-yl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.79 g, 2.09 mmol) in dioxane (16 mL) and water (4 mL) was added to a 100 mL round-bottomed flask charged with 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol (1.13 g, 4.18 mmol), tetrakis(triphenylphosphine)palladium(0) (1.21 g, 1.05 mmol), and sodium carbonate (0.665 g, 6.27 mmol). The reaction flask was evacuated, backfilled with nitrogen, and then stirred at 90° C. for 15 hours. After cooling to room temperature, the resultant solution was filtered through thiol MTL Scvngr siliamets, and the residue was washed with MeCN. After the filtrate was concentrated under reduced pressure, the residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (120 g), eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford the above product (1.3 g, 1.4 mmol) in 68% over 2 steps. LCMS calculated for C₅₂H₆₇FN₅O₇Si (M+H)⁺ m/z = 920.5; found 920.7.

Step 3. tert-Butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tert-butyldimethylsilyl)oxy)prop-1-yn-1-yl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-I-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tertbutyldimethylsilyl)oxy)prop-1-yn-1-yl)-6-(2-cyanoethyl)-8-fluoro-7-(3-hydroxynaphthalen-1-yl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.3 g, 1.4 mmol) and triethylamine (0.59 mL, 4.2 mmol) in DCM (100 ml) was added pivaloyl chloride (0.26 mL, 2.1 mmol). After stirring at 0° C. for 10 minute, the solution was quenched by saturated aqueous NH₄CI solution (100 mL). The resultant mixture was extracted with dichloromethane (200 mL x2). The combined organic layers were dried over Na₂SO₄, filtered and concentrated under reduced pressure. The obtained residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (120 g), eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford the desired product (1.4 g, 1.4 mmol, 99% yield). LCMS calculated for C₅₇H₇₅FN₅O₈Si (M+H)⁺ m/z = 1004.5; found 1004.7.

Step 4. tert-Butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tert-butyldimethylsilyl)oxy)propyl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A suspension of tert-butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tertbutyldimethylsilyl)oxy)prop-1-yn-1-yl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (340 mg, 0.339 mmol) and Pd/C (10 wt% Pd on carbon, 360 mg) in MeOH (5 mL) was exposed to H₂ atmosphere (balloon, 1 atm). The reaction mixture was stirred under H₂ atmosphere at room temperature for 15 hours. The resultant mixture was filtered through a membrane filter with MeOH, and the filtrate was concentrated under reduced pressure to afford the crude desired product, which was used in the next reaction without further purification. LCMS calculated for C₅₇H₇₉FN₅O₈Si (M+H)⁺ m/z = 1008.6; found 1008.8.

Step 5. tert-Butyl (endo)-5-((6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxypropyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2. 1. 1]hexane-2-carboxylate

TFA (5 mL) was added to a solution of tert-butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tert-butyldimethylsilyl)oxy)propyl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.342 g, 0.339 mmol) in DCM (10 mL). After the solution was stirred at room temperature for 2 hours, the solution was concentrated under reduced pressure. The obtained residue was dissolved in THF (10 mL) followed by the addition of N,N-diisopropylethylamine (0.168 mL, 1.02 mmol). A solution of di-tert-butyl dicarbonate (0.089 g, 0.41 mmol) was added to the reaction mixture. After stirring at room temperature for 1 hour, MeOH (20 mL) and sodium bicarbonate (100 mg) was added to the reaction mixture. The suspension was stirred for another 2 hours. The resultant solution was purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product (40 mg) as TFA salt, which was used in the next reaction. LCMS calculated for C₄₆H₅₇FN₅O₆ (M+H)⁺ m/z = 794.4; found 794.6.

Step 6. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

Methanesulfonyl chloride (6.8 µL, 0.088 mmol) was added to a solution of tert-butyl (endo)-5-((6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxypropyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate 2,2,2-trifluoroacetate (40 mg) and triethylamine (61 µL, 0.44 mmol) in THF (2 mL). After the reaction was stirred at room temperature for 30 minutes, DMF (4 mL) and NaH (60 wt%, 35 mg, 0.88 mmol) was added to the mixture. The mixture was stirred at room temperature for 5 hours, and then MeOH was added the reaction mixture. The resultant mixture was concentrated under reduced pressure. The residue was dissolved in MeOH and purified by prep-LCMS (Xbridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₃, at flow rate of 60 mL/min) to afford the desired product as a mixture of diastereomers (amorphous powder, 8.0 mg).

-   Diastereomers 1. Peak 1. LCMS calculated for C₄₁H₄₇FN₅O₄ (M+H)⁺ m/z     = 692.4; found 692.5. -   Diastereomers 2. Peak 2. LCMS calculated for C₄₁H₄₇FN₅O₄ (M+H)⁺ m/z     = 692.4; found 692.5. Step 7.     3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

A reaction vial charged with tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Diastereomers 1 from step 6, 4.0 mg, 5.8 µmol) was dissolved in a solution of DCM (8 mL) and TFA (4 mL). After stirring for 1 hour at room temperature, the solution was concentrated under reduced pressure. The residue was dissolved in MeOH, and the solution was purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford a desired product. The product was isolated as a mixture of diastereomers as Example 12a (Diastereomers 1) as a TFA salt. LCMS calculated for C₃₆H₃₉FN₅O₂ (M+H)⁺ m/z = 592.3; found 592.4.

Example 12b (Diastereomers 2) was prepared using the above procedure, replacing tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Diastereomers 1 from step 6), with tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1 ,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Diastereomers 2 from step 6). The product was isolated as a mixture of diastereomers as Example 12b (Diastereomers 2) as a TFA salt. LCMS calculated for C₃₆H₃₉FN₅O₂ (M+H)⁺ m/z = 592.3; found 592.4.

Example 13a and Example 13b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-5-(3-(dimethylamino)azetidin-1-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

Step 1. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-5-(3-(dimethylamino)azetidin-1-yl)-7-fluoro-3-oxo-3,4-dihydropyrazino[2,3-cjquinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedures described in Intermediate 2, using N,N-dimethylazetidin-3-amine dihydrochloride instead of sodium thiomethoxide as starting material for step 1. LCMS calculated for C₂₉H₃₆BrFN₇O₃ (M+H)⁺: m/z = 628.2; Found 628.2.

Step 2. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-5-(3-(dimethylamino)azetidin-1-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

To a solution of tert-butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-5-(3-(dimethylamino)azetidin-1-yl)-7-fluoro-3-oxo-3,4-dihydropyrazino[2,3-c]quinolin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (25 mg, 0.040 mmol) in 1,4-dioxane (3 mL) and water (0.3 mL) was added 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol (21 mg, 0.080 mmol), sodium carbonate (13 mg, 0.12 mmol), and tetrakis(triphenylphosphine)palladium(0) (23 mg, 0.020 mmol). The reaction flask was evacuated, back filled with nitrogen, and then stirred at 100° C. for 2 hours. The resulting solution was filtered through thiol MTL Scvngr siliamets, and the residue was washed with MeOH. The obtained filtrate was concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (20 g), eluting with a gradient of 0 to 20%, DCM with 1% Et₃N/MeOH). Fractions containing the desired product were then concentrated. The obtained residue was dissolved in EtOH (4 mL), followed by the addition of HCl (4 M in 1,4-dioxane, 2.0 mmol, 0.50 mL). The solution was stirred at 40° C. for 1 hour. After cooling at room temperature, the resultant mixture was purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired products. The products were isolated as pairs of enantiomers.

Enantiomeric Pair 1 (13a, from Peak 1). ¹H NMR (600 MHz, DMSO-d₆) δ 9.93 (brs, 1H), 9.83 (brs, 1H), 8.02 (s, 1H), 7.79 (d, J = 6.9 Hz, 1H), 7.44 - 7.39 (m, 1H), 7.24 (d, J = 2.3 Hz, 1H), 7.20 - 7.15 (m, 1H), 7.10 (d, J= 8.6 Hz, 1H), 7.06 (d, J = 2.3 Hz, 1H), 4.33 (dd, J = 7.7, 7.7 Hz, 1H), 4.12 - 4.01 (m, 2H), 3.81 (dd, J= 8.4, 5.6 Hz, 1H), 3.65 (d, J= 15.7 Hz, 1H), 3.65 (s, 1H), 3.59 (d, J= 15.7 Hz, 1H), 3.56 (s, 1H), 3.11 - 3.05 (m, 1H), 2.80 -2.75 (m, 1H), 2.70 - 2.55 (m, 4H), 2.53 - 2.48 (m, 2H), 2.07 (s, 6H), 1.36 (d, J = 7.4 Hz, 1H), 0.93 (d, J = 7.4 Hz, 1H). LCMS calculated for C₃₄H₃₅FN₇O₂ (M+H)⁺ m/z = 592.3; found 592.2. Enantiomeric Pair 2 (13b, from Peak 2). LCMS calculated for C₃₄H₃₅FN₇O₂ (M+H)⁺ m/z = 592.3; found 592.2.

Example 14a, Example 14b, Example 14c and Example 14d. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

Step 1.tert-Butyl (endo)-5-((tert-butoxycarbonyl)(6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxypropyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

In a 40 mL reaction vial, TBAF (1M in THF, 1.0 mL, 1.0 mmol) was added to the solution of tert-butyl (endo)-5-((tert-butoxycarbonyl)(3-(3-((tert-butyldimethylsilyl)oxy)propyl)-6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Example 12a and Example 12b in Step 4, 0.150 g, 0.150 mmol) in AcOH (2 mL) and THF (10 mL). The solution was stirred at 50° C. for 2 hours. The resultant solution was diluted with water and concentrated under reduced pressure to remove organic solvent. The obtained mixture was extracted with dichloromethane (50 mL x3). The combined organic layers were dried over Na₂SO₄, filtered and concentrated under reduced pressure. The obtained residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (40 g), eluting with a gradient of 0 to 100% hexanes/1% Et₃N in EtOAc) to afford the desired product (91 mg, 0.10 mmol, 68% yield). LCMS calculated for C₅₁H₆₅FN₅O₈ (M+H)⁺ m/z = 894.5; found 894.6.

Step 2. tert-Butyl (endo)-5-((tert-butoxycarbonyl)(6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-(3-oxopropyl)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

Dess-Martin periodinane (83.0 mg, 0.197 mmol) was added to a solution of tert-butyl (endo)-5-((tert-butoxycarbonyl)(6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxypropyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (88 mg, 0.098 mmol) in DCM (4 mL). The solution was stirred at room temperature for 3 hours, and the mixture was then quenched by a premixed solution of saturated aqueous Na₂S₂O₃ solution and saturated aqueous NaHCO₃ solution. The resultant solution was extracted by DCM (5 mL x3), and the combined organic layers were dried over Na₂SO₄, filtered and concentrated to afford the desired product, which was used in the next reaction without further purification. LCMS calculated for C₅₁H₆₃FN₅O₈ (M+H)⁺ m/z = 892.5; found 892.6.

Step 3. tert-Butyl (endo)-5-((tert-butoxycarbonyl)(6-(2-cyanoethyl)-8-fluoro-3-(2-(hydroxymethyl)allyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of the crude tert-butyl (endo)-5-((tert-butoxycarbonyl)(6-(2-cyanoethyl)-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3-(3-oxopropyl)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1 ]hexane-2-carboxylate (0.087 g, 0.098 mmol) in N,N-dimethylformamide (1 mL) was added D-proline (11 mg, 0.098 mmol) and formaldehyde (36 wt% in H₂O, 0.075 mL, 0.98 mmol). After the reaction mixture was stirred at room temperature for 3 hours, sodium borohydride (74.0 mg, 1.96 mmol) was added to the mixture, and the mixture was stirred for 1 hour. The reaction was quenched by saturated aqueous NH₄CI solution. The resultant mixture was extracted with DCM (10 mL x3), and the combined organic layers were washed with brine (5 mL x1), and dried over Na₂SO₄, filtered, and concentrated. The obtained crude product was used in the next reaction without further purification. LCMS calculated for C₅2H₆₅FN₅O₈ (M+H)⁺ m/z = 906.5; found 906.6.

Step 4. tert-Butyl (endo)-5-((6-(2-cyanoethyl)-8-fluoro-3-(2-(hydroxymethyl)allyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

In a 40 mL vial, TFA (3 mL) was added to a solution of tert-butyl (endo)-5-((tert-butoxycarbonyl)(6-(2-cyanoethyl)-8-fluoro-3-(2-(hydroxymethyl)allyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.089 g, 0.098 mmol) in DCM (6 mL). After the solution was stirred at room temperature for 2 hours, the solution was concentrated under reduced pressure. The obtained residue was dissolved in THF (6 mL) followed by the addition of N,N-diisopropylethylamine (0.017 mL, 0.098 mmol). A solution of di-tert-butyl dicarbonate (21 mg, 0.098 mmol) was added to the reaction mixture. After stirring at room temperature for 1 hour, MeOH (20 mL) and sodium bicarbonate (100 mg) was added to the reaction mixture. The suspension was stirred for another 2 hours. The resultant solution was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₃, at flow rate of 60 mL/min) to afford the desired product (23 mg, 0.029 mmol) in 29% yield over 3 steps. LCMS calculated for C₄₇H₅₇FN₅O₆ (M+H)⁺ m/z = 806.4; found 806.6.

Step 5. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methylene-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Methanesulfonyl chloride (3.3 µL, 0.043 mmol) was added to a solution of tert-butyl (endo)-5-((6-(2-cyanoethyl)-8-fluoro-3-(2-(hydroxymethyl)allyl)-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-7-(3-(pivaloyloxy)naphthalen-1-yl)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (23 mg, 0.029 mmol) and triethylamine (12 µL, 0.086 mmol) in THF (1.5 mL). After the reaction was stirred at room temperature for 30 minutes, N,N-dimethylformamide (3 mL) and NaH (11 mg, 0.29 mmol) was added to the mixture. The mixture was stirred at room temperature for 5 hours, and then MeOH was added the reaction mixture. The resultant mixture was concentrated under reduced pressure. The residue was dissolved in MeOH and purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₃, at flow rate of 60 mL/min) to afford the desired product as a mixture of diastereomers (combined amounts: 10 mg).

-   Diastereomers 1. Peak 1. LCMS calculated for C₄₂H₄₇FN₅O₄ (M+H)⁺ m/z     = 704.4; found 704.5. -   Diastereomers 2. Peak 2. LCMS calculated for C₄₂H₄₇FN₅O₄ (M+H)⁺ m/z     = 704.4; found 704.5.

Step 6. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

In a 20 mL vial, tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methylene-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Diastereomers 1 from step 5, 5 mg, 0.007 mmol) was dissolved in MeOH (10 ml). Then, Pd/C (10 wt% Pd on carbon, 15 mg) was added to the solution, and the suspension was stirred at room temperature for 1 hour under H₂ atmosphere (baloon, 1 atm). The reaction mixture was filtered through a membrane filter with MeOH, and the filtrate was concentrated under reduced pressure. The residue was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₃, at flow rate of 60 mL/min) to afford the desired product as a mixture of diastereomers as a TFA salt.

-   Diastereomers 1. Peak 1. LCMS calculated for C₄₂H₄₉FN₅O₄ (M+H)⁺ m/z     = 706.4; found 706.4. -   Diastereomers 2. Peak 2. LCMS calculated for C₄₂H₄₉FN₅O₄ (M+H)⁺ m/z     = 706.4; found 706.3.

Diastereomers 3 and diastereomers 4 were prepared using the above procedure, replacing tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methylene-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (diastereomers 1 from step 5, 5 mg, 0.007 mmol) with tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methylene-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (diastereomers 2 from step 5, 5 mg, 0.007 mmol). The products was isolated as a mixture of diastereomers as a TFA salt. Diastereomers 3. Peak 3. LCMS calculated for C₄₂H₄₉FN₅O₄ (M+H)⁺ m/z = 706.4; found 706.3.

Diastereomers 4. Peak 4. LCMS calculated for C₄₂H₄₉FN₅O₄ (M+H)⁺ m/z = 706.4; found 706.3.

Step 7. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

A reaction vial charged with tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (diastereomers 1 from step 6) was dissolved in a solution of DCM (6 mL) and TFA (3 mL). After stirring for 1 hour at room temperature, the solution was concentrated under reduced pressure. The residue was dissolved in MeOH, and the solution was purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford a desired product. The product was isolated as a mixture of diastereomers as Example 14a (Diastereomers 1) as a TFA salt. LCMS calculated for C₃₇H₄₁FN₅O₂ (M+H)⁺ m/z = 606.3; found 606.5.

Example 14b (Diastereomers 2) was prepared using the above procedure, replacing 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile (Diastereomers 1 from step 6) with 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile (Diastereomers 2 from step 6). The product was isolated as a mixture of diastereomers as Example 14b (Diastereomers 2) as a TFA salt. LCMS calculated for C₃₇H₄₁FN₅O₂ (M+H)⁺ m/z = 606.3; found 606.5.

Example 14c (Diastereomers 3) was prepared using the above procedure, replacing 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile (diastereomers 1 from step 6) with 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile (diastereomers 3 from step 6). The product was isolated as a mixture of diastereomers as Example 14c (Diastereomers 3) as a TFA salt. LCMS calculated for C₃₇H₄₁FN₅O₂ (M+H)⁺ m/z = 606.3; found 606.5.

Example 14d (Diastereomers 4) was prepared using the above procedure, replacing 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile (diastereomers 1 from step 6) with 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile (diastereomers 4 from step 6). The product was isolated as a mixture of diastereomers as Example 14d (Diastereomers 4) as a TFA salt. LCMS calculated for C₃₇H₄₁FN₅O₂ (M+H)⁺ m/z = 606.3; found 606.5.

Example 15a and Example 15b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

Step 1. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(methylthio)quinolin-4-yl) amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(methylthio)quinolin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 10, 4.0 g, 5.4 mmol) in DCM (200 mL) was added TFA (100 mL). After stirring at room temperature for 2 hours, the reaction mixture was concentrated under reduced pressure. The residue was dissolved in THF (100 mL) followed by the addition of triethylamine (7.5 mL, 54 mmol) and di-tert-butyl dicarbonate (3.50 g, 16.1 mmol). After stirring at room temperature for 1 hour, the solution was quenched by saturated aqueous NaHCO₃ solution (200 mL). The resultant mixture was extracted by DCM (300 mL x3). The combined organic layers were washed with brine (100 mL), dried over Na₂SO₄, filtered, concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (120 g), eluting with a gradient of 0 to 100%, DCM with 1% Et₃N/MeOH) to afford the desired product (2.5 g, 3.9 mmol, 72% yield). LCMS calculated for C₂₃H₂₆BrFIN₄O₂S (M+H)⁺: m/z = 647.0/649.0; Found 647.1/649.1.

Step 2. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxyprop-1-yn-1-yl)-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of copper(I) iodide (292 mg, 1.53 mmol), tetrakis(triphenylphosphine)palladium (0) (794 mg, 0.687 mmol), and tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-iodo-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.78 g, 2.75 mmol) in DMF (24 mL) was evacuated and backfilled with nitrogen (this process was repeated a total of three times). Then tertbutyldimethyl(prop-2-yn-1-yloxy)silane (1.12 mL, 5.50 mmol), triethylamine (3.83 mL, 27.5 mmol) was added to the solution, respectively. The reaction mixture was stirred at 60° C. for 1 hour. The resulting solution was filtered through thiol MTL Scvngr siliamets and the residue was washed with MeOH. The filtrate was concentrated under reduced pressure to afford the desired product, which was used in the next reaction without further purification.

Then, TBAF (5 mL, 5.00 mmol) was added to the solution of AcOH (5 mL) and the above product in THF (20 mL). After the solution was stirred at 50° C. for 2 hours, the mixture was quenched by saturated aqueous NaHCO₃ solution. The resultant mixture was extracted by EtOAc (100 mL x3), and the combined organic layers were dried over Na₂SO₄, filtered, and concentrated. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (120 g), eluting with a gradient of 0 to 100%, DCM with 1% Et₃N/MeOH) to afford the desired product (1.0 g, 1.7 mmol, 63% yield). LCMS calculated for C₂₆H₂₉BrFN₄O₃S (M+H)⁺: m/z = 575.1/577.1; Found 575.2/577.2.

Step 3. tert-Butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxypropyl)-2-(methylthio) quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxyprop-1-yn-1-yl)-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.0 g, 1.7 mmol) and Pd/C (10 wt%, 930 mg) in MeOH (20 ml) was transferred to a glass vessel placed in a stainless steel autoclave. Hydrogen was pressurized to 5 bar, and the solution was stirred at 0° C. for 36 hours. The resultant mixture was filtered through a membrane filter with MeOH, and the filtrate was concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column(40 g), eluting with a gradient of 0 to 100%, DCM with 1% Et₃N/MeOH) to afford the desired product (340 mg, 0.587 mmol, 33.8 % yield). LCMS calculated for C₂₆H₃₃BrFN₄O₃S (M+H)⁺: m/z = 579.1/581.1; Found 579.2/581.2.

Step 4. tert-Butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

In a 40 mL vial, methanesulfonyl chloride (29 µL, 0.38 mmol) was added to a solution of tert-butyl (endo)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(3-hydroxypropyl)-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (110 mg, 0.19 mmol) and triethylamine (0.30 mL, 2.2 mmol) in THF (5 mL). After the reaction was stirred at room temperature for 30 minutes, N,N-dimethylformamide (20 mL) and NaH (60 wt%, 76 mg, 1.9 mmol) was added to the mixture. The mixture was stirred at room temperature for 5 hours. The reaction was then quenched by saturated aqueous NH₄Cl solution. The resultant mixture was extracted with DCM (100 mL x3), and the combined organic layers were washed with brine (20 mL), dried over Na₂SO₄, filtered, concentrated under reduced pressure. The residue was purified by flash column chromatography (RediSep Rf Gold silica gel disposable column (20 g), eluting with a gradient of 0 to 20%, DCM with 1% Et₃N/MeOH) to afford the desired product (50 mg, 0.089 mmol, 47% yield). LCMS calculated for C₂₆H₃₁BrFN₄O₂S (M+H)⁺: m/z = 561.1/563.1; Found 561.0/563.0.

Step 5. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-(methylthio)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedures described in Intermediate 7, using tert-butyl (endo)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Step 4) instead of Intermediate 2 as a starting material. LCMS calculated for C₃₈H₄₂FN₄O₄S (M+H)⁺: m/z = 669.3; Found 669.3.

Step 6. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1 (2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedures described in Intermediate 3, using tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-(methylthio)-3,4-dihydrobenzo[h][1 ,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Step 5) instead of Intermediate 2 as a starting material for step 1. LCMS calculated for C₄₄H₅₃FN₅O₅ (M+H)⁺: m/z = 750.4; Found 750.3.

Step 7. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

In a 20 mL vial, tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (20 mg, 0.027 mmol) was dissolved in EtOH (4 mL), followed by the addition of HCI (4 M in 1,4-dioxane, 2.0 mmol, 0.50 mL). The solution was stirred at 40° C. for 1 hour. After cooling at room temperature, the resultant mixture was purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired products. The product was isolated as a mixture of diastereomers.

-   Diastereomers 1 (15a, from Peak 1). LCMS calculated for C₃₇H₄₁FN₅O₂     (M+H)⁺ m/z = 606.3; found 606.3. -   Diastereomers 2 (15b, from Peak 2). LCMS calculated for C₃₇H₄₁FN₅O₂     (M+H)⁺ m/z = 606.3; found 606.3.

Example 16a and Example 16b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

Step 1. tert-Butyl (endo)-5-(9-(2-cyanoethyl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedures described in Intermediate 3, using tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-(methylthio)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Step 6 in Example 15a and Example 15b) instead of Intermediate 2 as a starting material for step 1, and (S)-1-(dimethylamino)propan-2-ol hydrochloride instead of (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol as a starting material for step 2. LCMS calculated for C₄₂H₅₁FN₅O₅ (M+H)⁺: m/z = 724.4; Found 724.6. Step 2. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-1,2,3,4-tetrahydrobenzo[h][1, 6]naphthyridin-9-yl)propanenitrile

This compound was prepared according to the procedures described in Example 15a and Example 15b, step 7, using tert-butyl (endo)-5-(9-(2-cyanoethyl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate instead of tert-butyl (endo)-5-(9-(2-cyanoethyl)-7-fluoro-8-(3-(methoxymethoxy)naphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3,4-dihydrobenzo[h][1,6]naphthyridin-1(2H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate as a starting material. The product was isolated as a mixture of diastereomers.

-   Diastereomers 1 (16a, from Peak 1). LCMS calculated for C₃₅H₃₉FN₅O₂     (M+H)⁺ m/z = 580.3; found 580.4. -   Diastereomers 2 (16b, from Peak 2). LCMS calculated for C₃₅H₃₉FN₅O₂     (M+H)⁺ m/z = 580.3; found 580.4.

Example 17. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-4-phenyl-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

A vial was charged with Intermediate 9 (23 mg, 0.036 mmol), copper(I) iodide (7 mg, 0.036 mmol), N,N-dimethylcyclohexane-1,2-diamine (5 mg, 0.036 mmol), cesium carbonate (35 mg, 0.11 mmol). After degassing and refilled with N₂, a toluene (0.180 mL) solution containing iodobenzene (15 mg, 0.072 mmol) was added to the reaction vial. After heating at 110° C. for 1 h, the reaction mixture was filtered through a frit packed with Celite. The Celite was washed with MeCN and all filtrates were combined and concentrated under reduced pressure.

The crude residue was dissolved into 1:1 DCM/TFA (1 ml). After stirring at room temperature for 10 mins, a drop of water was added and the mixture was stirred for another 30 mins. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as diastereomers.

LCMS calculated for C₃₅H₂₉FN₅O₂ (M+H)⁺ m/z = 570.2; found 570.2.

Example 18a and Example 18b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-4-(2-(piperidin-4-yl)ethyl)-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

To a MeCN (1 mL) solution containing Intermediate 9 (25 mg, 0.039 mmol), was added tert-butyl-4-(2-bromoethyl)piperidine-1-carboxylate (34 mg, 0.12 mmol) and cesium carbonate (39 mg, 0.12 mmol). After heating at 70° C. for 1 h, the reaction mixture was filtered through a frit packed with Celite. The Celite was washed with MeCN and all filtrates were combined and concentrated under reduced pressure.

The crude residue was dissolved into 1:1 DCM/TFA (1 ml). After stirring at room temperature for 10 mins, a drop of water was added and the mixture was stirred for another 30 mins. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (18a, Peak 1). LCMS calculated for C₃₆H₃₈FN₆O₂     (M+H)⁺ m/z = 605.3; found 605.5. -   Enantiomeric Pair 2 (18b, Peak 2). LCMS calculated for C₃₆H₃₈FN₆O₂     (M+H)⁺ m/z = 605.3; found 605.5.

Example 19a and Example 19b. 2-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-2,3-dihydropyrazino[2,3-c]quinolin-4(1H)-yl)acetamide

To a MeCN (1 mL) solution containing Intermediate 9 (25 mg, 0.039 mmol), was added 2-bromoacetamide (16 mg, 0.12 mmol) and cesium carbonate (39 mg, 0.12 mmol). After heating at 70° C. for 1 h, the reaction mixture was filtered through a frit packed with Celite. The Celite was washed with MeCN and all filtrates were combined and concentrated under reduced pressure.

The crude residue was dissolved into 1:1 DCM/TFA (1 ml). After stirring at room temperature for 10 mins, a drop of water was added and the mixture was stirred for another 30 mins. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (19a, Peak 1). LCMS calculated for C₃₁H₂₈FN₆O₃     (M+H)⁺ m/z = 551.2; found 551.2. -   Enantiomeric Pair 2 (19b, Peak 2). LCMS calculated for C₃₁H₂₈FN₆O₃     (M+H)⁺ m/z = 551.2; found 551.2.

Example 20a and Example 20b. 3-(1-((endo)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile

Intermediate 9 (25 mg, 0.039 mmol) was dissolved into 1:1 DCM/TFA (1 ml). After stirring at room temperature for 10 mins, a drop of water was added and the mixture was stirred for another 30 mins. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (SunFire C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as pairs of enantiomers.

-   Enantiomeric Pair 1 (20a, Peak 1). LCMS calculated for C₂₉H₂₅FN₅O₂     (M+H)⁺ m/z = 494.2; found 494.2. -   Enantiomeric Pair 2 (20b, Peak 2). LCMS calculated for C₂₉H₂₅FN₅O₂     (M+H)⁺ m/z = 494.2; found 494.2.

Example 21a and 21b. 3-(1-((1R,4R)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

Step 1: tert-butyl (1R,4R,5S)-5-((7-bromo-2-chloro-3-(ethoxycarbonyl)-8-fluoro-6-iodoquinolin-4-yl) amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of ethyl 7-bromo-2,4-dichloro-8-fluoro-6-iodoquinoline-3-carboxylate (from Suzhou Lakestar Pharmatech) (8.74 g, 17.73 mmol) in DMF (40 ml) was added tert-butyl (1R,4R,5S)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (3.52 g, 17.73 mmol) and DIEA (6.19 ml, 35.5 mmol). The resulting mixture was stirred at 65° C. for 6 h. The reaction mixture was cooled to room temperature and diluted with ethyl acetate and water. The organic layer was washed with water, brine, dried over Na₂SO₄, filtered and concentrated in vacuo. The residue was purified with silica gel column (eluting with a gradient of 0-40% ethyl acetate in hexanes) to give the desired product as off wihite solid (11.1 g, 96%). LCMS calculated for C₂₂H₂₄BrClFlN₃O₄ (M+H)⁺ m/z = 654.0, 656.0; found 654.0, 656.0.

Step 2. tert-butyl (1R,4R,5S)-5-((7-bromo-2-chloro-8-fluoro-3-(hydroxymethyl)-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((7-bromo-2-chloro-3-(ethoxycarbonyl)-8-fluoro-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (11.1 g, 16.95 mmol) in toluene (170 ml) at -78° C. was added 1.0 M DIBAL-H in DCM (50.9 ml, 50.9 mmol). The resulting mixture was allowed to warm to -20 C over 2 h period then quenched with methanol (6.9 ml). Aqueous Rochelle salt (prepared from 66 g of Rochelle salt and 150 mL of water was added to the solution at ≤10° C. The biphasic mixture was stirred vigorously for ≥1 h at 15-25° C. and separated to give organic layer. The organic layer was washed with aqueous NaCl (×2), dried over Na₂SO₄, filtered and concentrated. and used as is. LC-MS calculated for C₂₀H₂₂BrClFlN₃O₃ (M+H)⁺: m/z = 612.0, 614.0; found 612.0, 614.0.

Step 3. tert-butyl (1R,4R,5S)-5-((7-bromo-2-chloro-8-fluoro-3-formyl-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1. 1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((7-bromo-2-chloro-8-fluoro-3-(hydroxymethyl)-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (10.2 g, 16.65 mmol) in CH₂Cl₂ (125 ml) and Acetonitrile (41.6 ml) was added acetic acid (2.86 ml, 49.9 mmol) and IBX (13.99 g, 49.9 mmol). The resulting mixture was stirred at 38° C. for 22 h, the reaction mixture was filtered and washed with DCM. The filtrate was concentrated and purified with silica gel column (eluting with a gradient of 0-20% ethyl acetate in hexanes) to give the desired product as yellow solid (6.0 g, 59%).LC-MS calculated for C₂₀H₂₀BrClFlN₃O₃ (M+H)⁺: m/z = 610.0, 612.0; found 610.0, 612.0.

Step 4. tert-butyl (1R,4R,5S)-5-((7-bromo-8-fluoro-3-formyl-6-iodo-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Sodium thiomethoxide (0.620 g, 8.84 mmol) was added to a mixture of tert-butyl (1R,4R,5S)-5-((7-bromo-2-chloro-8-fluoro-3-formyl-6-iodoquinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.8 g, 2.95 mmol) in MeOH (9.83 ml)/DCM (9.83 ml) and then heated at 110° C. for 1 h in microwave reactor. The mixture was diluted with sat’d NH₄Cl and extracted with EtOAc. The combined organic layers were dried over MgSO4, filtered, concentrated, and purifiy by column 0-40% Hexane/EtOAc (1.5 g, 82%). LC-MS calculated for C₂₁H₂₃BrFlN₃O₃S (M+H)⁺: m/z = 622.0, 624.0; found 622.0, 624.0.

Step 5. tert-butyl (1R,4R,5S)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-formyl-2-(methylthio) quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a flask was added tert-butyl (1R,4R)-5-((7-bromo-8-fluoro-3-formyl-6-iodo-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (3.80 g, 6.11 mmol), acrylonitrile (4.02 ml, 61.1 mmol), Pd(Ph₃P)₄ (1.411 g, 1.221 mmol), tetramethylammonium formate (4.76 ml, 12.21 mmol), DIPEA (1.600 ml, 9.16 mmol) and DMF (30.5 ml). The reaction flask was evacuated uder vacuum and refilled with nitrogen and stirred at 70° C. for 2 h. The reaction mixture was cooled to r.t., ethyl acetate and water were added. The organic layer was separated, washed with water and brine, dried over Na₂SO₄, filtered and concentrated. The crude was purified with silica gel column (eluting with a gradient of 0-60% ethyl acetate in hexanes) to give the desired product (1.4 g, 42%). LC-MS calculated for C₂₄H₂₇BrFN₄O₃S (M+H)⁺: m/z = 549.1, 551.1; found 549.1, 551.1.

Step 6. tert-butyl (1R,4R,5S)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(1-hydroxyethyl)-2-(methylthio) quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To solution of tert-butyl (1R,4R,5S)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-formyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.37 g, 2.493 mmol) in THF (24.93 ml) was added 3.0 M methylmagnesium bromide (2.078 ml, 6.23 mmol) at 0° C. After stirring for 1 h at same temperature, the reaction mixture was diluted with water and ethyl acetate. The organic layer was separate, washed with brine, dried with Na₂SO₄, filtered and concentrated. The crude was used in the next step without further purification. LC-MS calculated for C₂₅H₃₁BrFlN₄O₃S (M+H)⁺: m/z = 565.1, 567.1; found 565.1, 567.1.

Step 7. tert-butyl (1R,4R)-5-((3-acetyl-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio) quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(1-hydroxyethyl)-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.40 g, 2.476 mmol) in CH₂Cl₂ (25 ml) was added Dess-Martin periodinane (1.155 g, 2.72 mmol). The reaction mixture was stirred at room temperature for 1 h, saturated NaHCO₃ solution was added and stirred for 0.5 h. The organic layer was separated and dried over Na₂SO₄, filtered and concentrated. The crude was purified with silica gel column (eluting with a gradient of 0-40% ethyl acetate in hexanes) to give the desired product as yellow foam (1.0 g, 72%). LC-MS calculated for C₂₅H₂₉BrFN₄O₃S (M+H)⁺: m/z = 563.1, 565.1; found 563.1, 565.1.

Step 8. tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1, 6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((3-acetyl-7-bromo-6-(2-cyanoethyl)-8-fluoro-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (520 mg, 0.923 mmol) in1,4-Dioxane (9.23 ml) was added 1,1-dimethoxy-N,N-dimethylmethanamine (1100 mg, 9.23 mmol), sodium hydride (46.6 mg, 1.846 mmol). The resulting mixture was heated at 110° C. overnight. After cooling to room temperture, the reaction solution was diluted with ethy acetate and water, the organic layer was washed with water, brine, dried over Na₂SO₄, filtered and concentrated. The crude was purified with silica gel column (eluting with a gadient of 0-100% ethy l acetate in hexanes) to give the desired product as yellow oil (100 mg, 17%). LC-MS calculated for C₂₆H₂₇BrFN₄O₃S (M+H)⁺: m/z = 573.1, 575.1; found 573.1, 575.1.

Step 9. tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (49.4 mg, 0.201 mmol) was added to a solution of tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (100 mg, 0.174 mmol) in DCM (1.7 ml) at 0° C. and then the reaction was stirred at this temperature for 20 min. The reaction was quenched by adding saturated Na₂S₂O₃, diluted with ethyl acetate and washed with saturated NaHCO₃, brine, filtered, dried and concentrated and the crude was used in the next step directly.

LiHMDS (360 µl, 0.360 mmol)) was added to a solution of (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (46.6 mg, 0.360 mmol) in THF (1 mL). The resulting mixture was stirred at rt for 30 min. The first solution was added to a solution of tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylsulfinyl)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (85 mg, 0.144 mmol) in THF (2.0 ml) and then the reaction was stirred at rt for 1.5 h. The reaction mixture was diluted with ethyl acetate and water. The residue was purified with silica gel column (eluting with a gadient of 0-100% ethy l acetate in hexanes) to give the desired product (39 mg, 41%). LC-MS calculated for C₃₂H₃₈BrFN₅O₄ (M+H)⁺: m/z = 654.2, 656.2; found 654.2, 656.2.

Step 10. 3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

A mixture of tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (18.5 mg, 0.028 mmol), 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol (15.27 mg, 0.057 mmol), tetrakis triphenylphosphine palladium (3.27 mg, 2.83 µmol) and sodium carbonate (7.5 mg, 0.071 mmol) in 1,4-dioxane (1.0mL)/water (0.2 mL) was stirred at 90° C. under N₂ atomosphere for 2 h. The solvent was removed in vacuo, the residue was treated with 1:1 DCM/TFA (1 mL) for 1 h. The solvent was removed and the residue was dissolved in methanol and 1 N HCl and purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as two peaks.

-   Example 21a. Diastereomer 1. Peak 1. LCMS calculated for C₃₇H₃₇FN₅O₃     (M+H)⁺ m/z = 618.3; found 618.3. -   Example 21b. Diastereomer 2. Peak 2. LCMS calculated for C₃₇H₃₇FN₅O₃     (M+H)⁺ m/z = 618.3; found 618.3.

Example 22a and 22b. 3-(1-((1R,4R)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoro-3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

This compound was prepared according to the procedure described in Example 21a and Example 21b, step 10, replacing 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-ol with 6-fluoro-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalen-2-yl methyl carbonate.

-   Example 22a. Diastereomer 1. Peak 1. LCMS calculated for     C₃₇H₃₆F₂N₅O₃ (M+H)⁺ m/z = 636.3; found 636.3. -   Example 22b. Diastereomer 2. Peak 2. LCMS calculated for     C₃₇H₃₆F₂N₅O₃ (M+H)⁺ m/z = 636.3; found 636.3.

Example 23. 8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile

Step 1. tert-butyl (1R,4R,5S)-5-((7-bromo-8-fluoro-3-formyl-6-methyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((7-bromo-8-fluoro-3-formyl-6-iodo-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Example 21, Step 4, 9.18 g, 14.75 mmol) in 1,4-dioxane (126 ml) was added Water (21 ml), methylboronic acid (5.30 g, 89 mmol), K₂CO₃ (4.08 g, 29.5 mmol) and Pd(PPh₃)₂Cl₂ (1.03 g, 1.47 mmol) at room temperature. The reaction mixture was stirred at 90° C. for 24 h under N₂ atmosphere. After the reaction was complete, the reaction mixture was quenched with water. The resulting precipitate was collected via filtration and dried under vacuum. The filtrate was extracted with EtOAc. The organic phase was dried over anhydrous Na₂SO₄ and concentrated. The solid was washed with water and ethyl acetate to give another batch product as a yellow solid (5.1 g, 67.3%). LC-MS calculated for C₂₂H₂₆BrFN₃O₃S (M+H)⁺: m/z = 510.1, 512.1; found 510.1, 512.1.

Step 2. tert-butyl (1R,4R,5S)-5-((7-bromo-8-fluoro-3-(1-hydroxyethyl)-6-methyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 21a and Example 21b, step 6, replacing tert-butyl (1R,4R,5S)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-formyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (1R,4R,5S)-5-((7-bromo-8-fluoro-3-formyl-6-methyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LC-MS calculated for C₂₃H₃₀BrFN₃O₃S (M+H)⁺: m/z = 526.1, 528.1; found 526.1, 528.1.

Step 3. tert-butyl (1R,4R,5S)-5-((3-acetyl-7-bromo-8-fluoro-6-methyl-2-(methylthio)quinolin-4-yl) amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 21a and Example 21b, step 7, replacing tert-butyl (1R,4R,5S)-5-((7-bromo-6-(2-cyanoethyl)-8-fluoro-3-(1-hydroxyethyl)-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (1R,4R,5S)-5-((7-bromo-8-fluoro-3-(1-hydroxyethyl)-6-methyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LC-MS calculated for C₂₃H₂₈BrFN₃O₃S (M+H)⁺: m/z = 524.1, 526.1; found 524.1, 526.1. Step 4. tert-butyl (1R, 4R)-5-((7-bromo-3-((E)-3-(dimethylamino)acryloyl)-8-fluoro-6-methyl-2-(methylthio) quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R, 5S)-5-((3-acetyl-7-bromo-8-fluoro-6-methyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.2 g, 8.01 mmol) in toluene (80 ml) was added 1,1-dimethoxy-N,N-dimethylmethanamine (1.43 g, 12.01 mmol), L-proline (92 mg, 0.801 mmol). The resulting mixture was heated at 100° C. overnight. After cooling to room temperture, the reaction solution was concentrated. The crude was purified with silica gel column (eluting with a gadient of 0-100% ethyl acetate in hexanes) to give the desired product as yellow oil (4.0 g, 93%). LC-MS calculated for C₂₆H₃₃BrFN₄O₃S (M+H)⁺: m/z = 579.1, 581.1; found 579.1, 581.1.

Step 5. tert-butyl (1R,4R,5S)-5-(8-bromo-7-fluoro-9-methyl-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((7-bromo-3-((E)-3-(dimethylamino)acryloyl)-8-fluoro-6-methyl-2-(methylthio)quinolin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.0 g, 6.90 mmol) in1,4-dioxane (69.0 ml) was added DBU (1.04 ml, 6.90 mmol). The resulting mixture was heated at 110° C. overnight. After cooling to room temperture, the reaction solution was diluted with ethy acetate and water, the organic layer was washed with water, brine, dried over Na₂SO₄, filtered and concentrated. The crude was purified with silica gel column (eluting with a gadient of 0-100% ethyl acetate in hexanes) to give the desired product as yellow oil (3.3 g, 89%). LC-MS calculated for C₂₄H₂₆BrFN₃O₃S (M+H)⁺: m/z = 534.1, 536.1; found 534.1, 536.1.

Step 6. tert-butyl (1R,4R,5S)-5-(8-bromo-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 21a and Example 21b, step 9, replacing of tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (1R,4R,5S)-5-(8-bromo-7-fluoro-9-methyl-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LC-MS calculated for C₃₀H₃₇BrFN₄O₄ (M+H)⁺: m/z = 615.2, 617.2; found 615.2, 617.2.

Step 7. 8-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1, 2,3,4-tetrahydronaphthalene-1-carbonitrile

A mixture of tert-butyl (1R,4R,5S)-5-(8-bromo-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (25 mg, 0.041 mmol) , 8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile (17.25 mg, 0.061 mmol), Bis(di-tert-butyl(4-dimethylaminophenyl)phosphine)dichloropalladium(II) (2.88 mg, 4.06 µmol) and Potassium phosphate (21.55 mg, 0.102 mmol) in 1,4-Dioxane (1.0 mL)/Water (0.200 mL) was stirred at 100° C. for 2 h. The mixture was filtered through a pad of Celite, the filtrate was concentrated. The residue was treated with 1:1 DCM/TFA (1 mL) for 0.5 h. The volatile was removed in vacuo. The residue was dissolved in methanol and 1 N HCl and purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product (5 mg, 35%). LCMS calculated for C₃₆H₃₉FN₅O₂ (M+H)⁺ m/z = 592.3; found 592.3. Example 24a and 24b. 3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-3-(1-methyl-1H-pyrazol-4-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

Step 1. tert-butyl (1R,4R,5S)-5-(9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a mixture of tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.61 g, 2.81 mmol), (2,3-dichlorophenyl)boronic acid (0.804 g, 4.21 mmol), potassium fluoride (0.489 g, 8.42 mmol) and Pd-132 (0.199 g, 0.281 mmol) were added 1,4-dioxane (15 ml)/water (3.5 ml) and the reaction flask was evacuated, back filled with nitrogen, then stirred at 100° C. for 1 hr. The reaction mixture was diluted with DCM and filtered through a plug of Celite. The filtrate was concentrated and the crude product was purified by Biotage (0-100% ethyl acetate in hexanes) to provide the desired product (1.5 g, 84%). LCMS calculated for C₃₂H₃₀Cl₂FN₄O₃S (M+H)⁺ m/z = 639.1; found 639.1.

Step 2. tert-butyl (1R,4R,5S)-5-(9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1, 6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 21a and Example 21b, step 9, replacing of tert-butyl (1R,4R,5S)-5-(8-bromo-9-(2-cyanoethyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (1R,4R,5S)-5-(9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-(methylthio)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LC-MS calculated for C₃₈H₄₁Cl₂FN₅O₄ (M+H)⁺: m/z = 720.2; found 720.2.

Step 3. tert-butyl (1R,4R,5S)-5-(3-bromo-9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Bromine (15 µl, 0.30 mmol) in DCM (1 mL) was added to a solution of tert-butyl (1R,4R,5S)-5-(9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (105 mg, 0.146 mmol) in acetic acid (1.0 ml). The resulting mixture was stirred at rt for 30 min. The reaction mixture was diluted with DCM and water. The organic layer was separated and the solvent was removed. The crude was purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as two peaks (peak 1, 40 mg, 34%, peak 2, 40 mg, 34%)

-   Diastereomer 1. Peak 1. LCMS calculated for C₃₈H₄₀BrCl₂FN₅O₄ (M+H)⁺     m/z = 798.2, 800.2; found 798.2, 800.2. -   Diastereomer 2. Peak 2. LCMS calculated for C₃₈H₄₀BrCl₂FN₅O₄ (M+H)⁺     m/z = 798.2, 800.2; found 798.2, 800.2.

Step 4. 3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-3-(1-methyl-1H-pyrazol-4-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl) propanenitrile

A mixture of tert-butyl (1R,4R,5S)-5-(3-bromo-9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (12 mg, 0.015 mmol, peak 1 from last step) , (1-methyl-1H-pyrazol-4-yl)boronic acid (2.457 mg, 0.020 mmol), tetrakis (1.7 mg, 1.5 µmol) and sodium carbonate (4.0 mg, 0.038 mmol) in 1,4-dioxane (1.0 mL)/water (0.2 mL) was stirred at 90° C. for 2 h. The solvent was removed in vacuo, the residue was treated with 1:1 DCM/TFA (1 mL) for 1h. The volatile was removed under reduced pressure. The residue was dissolved in methanol and 1 N HCl and purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product (5.0 mg, 47.5 %).

Diastereomer 2 was prepared in same procedure using tert-butyl (1R,4R,5S)-5-(3-bromo-9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (peak 2 from last step).

-   Example 24a. Diastereomer 1. Peak 1. LCMS calculated for     C₃₇H₃₇Cl₂FN₇O₂ (M+H)⁺ m/z = 700.2; found 700.2. -   Example 24b. Diastereomer 2. Peak 2. LCMS calculated for     C₃₇H₃₇Cl₂FN₇O₂ (M+H)⁺ m/z = 700.2; found 700.2.

Example 25. 3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-3-(2-oxopyrrolidin-1-yl)-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile

To a vial tert-butyl (1R,4R,5S)-5-(3-bromo-9-(2-cyanoethyl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (10 mg, 0.013 mmol, peak 2 from example 4 step 3), pyrrolidin-2-one (2.1 mg, 0.025 mmol), copper(I) iodide (3.0 mg, 0.015 mmol), N,N-dimethylethylenediamine (1.8 µl, 0.016 mmol) and potassium carbonate (5.2 mg, 0.038 mmol) were added. The vial was sealed with a teflon screw-cap, evacuated and backfilled with nitrogen (this process was repeated a total of three times). The resulting mixture was heated to 100° C. for 8 h. The reaction mixture was filtered and filtrate was concentrated in vacuo. The residue was treated with 1:1 DCM/TFA (2 mL) for 1 h. The volatile was removed in vacuo and the residue was dissolved in methanol and purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product (1.1 mg, 12%). LCMS calculated for C₃₇H₃₈Cl₂FN₆O₃ (M+H)⁺ m/z = 703.2; found 703.4.

Example 26a and 26b. 8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-3-((1-methyl-1H-pyrazol-4-yl)amino)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile

Step 1. tert-butyl (1R,4R,5S)-5-(3-bromo-8-(8-cyano-5,6,7,8-tetrahydronaphthalen-1-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Bromine (11.5 µl, 0.22 mmol) in DCM (1 mL) was added to a solution of tert-butyl (1R,4R,5S)-5-(8-(8-cyano-5,6,7,8-tetrahydronaphthalen-1-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (77 mg, 0.111 mmol) in acetic acid (1.0 ml). The reaction was stirred at rt for 0.5 h. The reaction mixture was diluted with DCM and water. The organic layer was separated and washed with brine, dried over Na₂SO₄, filtered and concentrated. The crude was used in the next step without further purification. LCMS calculated for C₄₁H₄₆BrFN₅O₄ (M+H)⁺ m/z = 770.3, 772.3; found 770.4, 772.4.

Step 2. 8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-3-((1-methyl-1H-pyrazol-4-yl)amino)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile

To a vial tert-butyl (1R,4R,5S)-5-(3-bromo-8-(8-cyano-5,6,7,8-tetrahydronaphthalen-1-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxobenzo[h][1,6]naphthyridin-1(4H)-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (22 mg, 0.029 mmol), 1-methyl-1H-pyrazol-4-amine (6.1 mg, 0.063 mmol), dicyclohexyl(2′,4′,6′-triisopropyl-3,6-dimethoxybiphenyl-2-yl)phosphine - [2-(2-aminoethyl)phenyl](chloro)palladium (1:1) (3.4 mg, 4.28 µmol) and cesium carbonate (80 mg, 0.117 mmol) were added. The vial was sealed with a teflon screw-cap, evacuated and backfilled with nitrogen (this process was repeated a total of three times). Anhydrous tert-butyl alcohol (0.5 mL) was added. The mixture was heated at 100° C. for 6 h. The reaction mixture was filtered and filtrate was concentrated. The residue was treated with 1:1 DCM/TFA (1 mL) for 1 h. The volatile was removed in vacuo and the residue was dissolved in methanol and purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as two peaks (peak 1, 1.2 mg, 6%, peak 2, 1.1 mg, 5%).

-   Example 26a. Diastereomer 1. Peak 1. LCMS calculated for C₄₀H₄₄FN₈O₂     (M+H)⁺ m/z = 687.4; found 687.5. -   Example 26b. Diastereomer 2. Peak 2. LCMS calculated for C₄₀H₄₄FN₈O₂     (M+H)⁺ m/z = 687.4; found 687.5.

Example A GDP-GTP Exchange Assay

The inhibitor potency of the exemplified compounds was determined in a fluorescence based guanine nucleotide exchange assay, which measures the exchange of bodipy-GDP (fluorescently labeled GDP) for GppNHp (Non-hydrolyzable GTP analog) to generate the active state of KRAS in the presence of SOS1 (guanine nucleotide exchange factor). Inhibitors were serially diluted in DMSO and a volume of 0.1 µL was transferred to the wells of a black low volume 384-well plate. Five µL/well volume of bodipy-loaded KRAS G12D or G12V diluted to a final concentration of 2.5 nM in assay buffer (25 mM Hepes pH 7.5, 50 mM NaCl, 10 mM MgCl₂ and 0.01% Brij-35) was added to the plate and preincubated with inhibitor for 4 hours (G12D) or 3 hours (G12V) at ambient temperature. A cyclic peptide described to selectively bind G12D mutant (Sakamoto et al., BBRC 484.3 (2017), 605-611) or internal compounds with confirmed binding were used as positive controls in the assay plates. The exchange was initiated by the addition of a 5 µL/well volume containing 1 mM GppNHp and 300 nM SOS1 in assay buffer. The 10 µL/well reaction concentration of the bodipy-loaded KRAS G12D or G12V, GppNHp, and SOS1 were 2.5 nM, 500 uM, and 150 nM, respectively.

For the KRAS G12C exchange assay, similar guanine nucleotide exchange assay protocol were used with 5 nM as final concentration for the bodipy loaded KRAS-G12C proteins and with 2 hours incubation after adding GppNHp-SOS1 mixture. Appropriate controls (enzyme with no inhibitor or with a G12C inhibitor (AMG-510)) were included on the plate. Fluorescence intensities were measured on a PheraStar plate reader instrument (BMG Labtech) with excitation at 485 nm and emission at 520 nm.

Either GraphPad prism or XLfit was used to analyze the data. The IC₅₀ values were derived by fitting the data to a four parameter logistic equation producing a sigmoidal dose-response curve with a variable Hill coefficient. Prism equation: Y=Bottom + (Top-Bottom)/(1+10^((LoglC₅₀-X)*Hill slope)); XLfit equation: Y = (A+((B-A)/(1+((X/C)^D)))) where X is the logarithm of inhibitor concentration and Y is the response.

The KRAS_G12D exchange assay IC₅₀ data, KRAS_G12D pERK assay IC₅₀ data, and KRAS_G12V exchange assay IC₅₀ data are provided in Table 1 below. The symbol “†” indicates IC₅₀ ≤ 100 nM, “††” indicates IC₅₀ > 100 nM but ≤ 1 µM; and “†††” indicates IC₅₀ is >1 µM but ≤ 5 µM, “††††” indictes IC₅₀ is >5 µM but ≤ 10 µM. “NA” indicates IC₅₀ not available.

TABLE 1 Ex. No. G12D_exchange G12D_pERK G12V_exchange 1a † † † 1b †† NA †† 2a †† NA †† 2b † †† † 2c †† NA †† 3a † † † 3b †† NA †† 4a ††† NA ††† 4b †† NA †† 4c † † † 4d † ††† †† 5a † †††† † 5b ††† NA ††† 6a † ††† † 6b ††† NA ††† 7a † †† † 7b †† NA ††† 8a †† NA ††† 8b †††† NA †††† 9a † ††† † 9b ††† NA ††† 10a † ††† † 10b † ††† † 10c †† NA †† 10d ††† NA †††† 11a †††† NA †††† 11b †††† NA †††† 11c † †† † 11d †† NA †† 12a ††† NA †††† 12b † †† † 13a † ††† † 13b †† NA †† 14a † †† † 14b † ††† † 14c ††† NA †††† 14d ††† NA ††† 15a ††† NA ††† 15b † † † 16a †††† NA †††† 16b † †† † 17 †† NA †† 18a † NA †† 19a † NA †† 20a † †††† † 23 † † † 24a † †††† † 24b † †† † 25 † N/A † 26a † N/A † 26b † †††† ††

Example B: Luminescent Viability Assay

MIA PaCa-2 (KRAS G12C; ATCC® CRL-1420), A427 (KRAS G12D; ATCC® HTB53) and NCI-H838 (KRAS WT; ATCC® CRL-5844) cells are cultured in RPMI 1640 media supplemented with 10% FBS (Gibco/Life Technologies). The cells are seeded (5×10³ cells/well/in 50 uL) into black, clear bottomed 96-well Greiner tissue culture plates and cultured overnight at 37° C., 5% CO₂. After overnight culture, 50 uL per well of serially diluted test compounds (2x final concentration) are added to the plates and incubated for 3 days. At the end of the assay, 100 ul/well of CellTiter-Glo reagent (Promega) is added. Luminescence is read after 15 minutes with a TopCount (PerkinElmer). IC₅₀ determination is performed by fitting the curve of percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example C: Cellular pERK HTRF Assay

MIA PaCa-2 (KRAS G12C; ATCC® CRL-1420), A427 (KRAS G12D; ATCC® HTB53), HPAF-II (KRAS G12D; ATCC® CRL-1997) and NCI-H838 (KRAS WT; ATCC® CRL-5844) cells are purchased from ATCC and maintained in RPMI 1640 media supplemented with 10% FBS (Gibco/Life Technologies). The cells are plated at 5000 cells per well (8 uL) into Greiner 384-well low volume, flat-bottom, tissue culture treated white plates and incubated overnight at 37° C., 5% CO₂. The next morning, test compound stock solutions are diluted in media at 3x the final concentration, and 4 uL are added to the cells. The plate is mixed by gentle rotation for 30 seconds (250 rpm) at room temperature. The cells are incubated with the KRAS G12C and G12D compounds for 4 hours or 2 hours respectively at 37° C., 5% CO₂.

4 uL of 4x lysis buffer with blocking reagent (1:25) (Cisbio) are added to each well and plates are rotated gently (300 rpm) for 30 minutes at room temperature. 4 uL per well of Cisbio anti Phospho-ERK ½ d2 is mixed with anti Phospho-ERK ½ Cryptate (1:1) are added to each well, mixed by rotation and incubated overnight in the dark at room temperature. Plates are read on the Pherastar plate reader at 665 nm and 620 nm wavelengths. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example D: Whole Blood pERK1/2 HTRF Assay

MIA PaCa-2 cells (KRAS G12C; ATCC® CRL-1420) and HPAF-II (KRAS G12D; ATCC® CRL-1997) are maintained in RPMI 1640 with 10% FBS (Gibco/Life Technologies). The cells are seeded into 96 well tissue culture plates (Corning #3596) at 25000 cells per well in 100 uL media and cultured for 2 days at 37° C., 5% CO₂ so that they are approximately 80% confluent at the start of the assay. Whole Blood are added to the 1 uL dots of compounds (prepared in DMSO) in 96 well plates and mixed gently by pipetting up and down so that the concentration of the compound in blood is 1x of desired concentration. The media is aspirated from the cells and 50 uL per well of whole blood with G12C or G12D compound is added and incubated for 4 or 2 hours respectively at 37° C., 5% CO₂. After dumping the blood, the plates are gently washed twice by adding PBS to the side of the wells and dumping the PBS from the plate onto a paper towel, tapping the plate to drain well. 50 ul/well of 1x lysis buffer #1 (Cisbio) with blocking reagent (1:25) (Cisbio) is then added and incubated at room temperature for 30 minutes with shaking (250 rpm). Following lysis, 16 uL of lysate is transferred into 384-well Greiner small volume white plate using an Assist Plus (Integra Biosciences, NH). 4 uL of 1:1 mixture of anti Phospho-ERK ½ d2 and anti Phospho-ERK ½ Cryptate (Cisbio) is added to the wells using the Assist Plus and incubated at room temperature overnight in the dark. Plates are read on the Pherastar plate reader at 665 nm and 620 nm wavelengths. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example E: Ras Activation Elisa

The 96-Well Ras Activation ELISA Kit (Cell Biolabs Inc; #STA441) uses the Raf1 RBD (Rho binding domain) bound to a 96-well plate to selectively pull down the active form of Ras from cell lysates. The captured GTP-Ras is then detected by a pan-Ras antibody and HRP-conjugated secondary antibody.

MIA PaCa-2 cells (KRAS G12C; ATCC® CRL-1420) and HPAF-II (KRAS G12D; ATCC® CRL-1997) are maintained in RPMI 1640 with 10% FBS (Gibco/Life Technologies). The cells are seeded into 96 well tissue culture plates (Corning #3596) at 25000 cells per well in 100 uL media and cultured for 2 days at 37° C., 5% CO₂ so that they are approximately 80% confluent at the start of the assay. The cells are treated with compounds for either 2 hours or overnight at 37° C., 5% CO₂. At the time of harvesting, the cells are washed with PBS, drained well and then lysed with 50 uL of the 1x Lysis buffer (provided by the kit) plus added Halt Protease and Phosphatase inhibitors (1:100) for 1 hour on ice.

The Raf-1 RBD is diluted 1:500 in Assay Diluent (provided in kit) and 100 µL of the diluted Raf-1 RBD is added to each well of the Raf-1 RBD Capture Plate. The plate is covered with a plate sealing film and incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 3 times with 250 µL 1X Wash Buffer per well with thorough aspiration between each wash. 50 µL of Ras lysate sample (10-100 µg) is added per well in duplicate. A “no cell lysate” control is added in a couple of wells for background determination. 50 µL of Assay Diluent is added immediately to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times with 250 µL 1X Wash Buffer per well with thorough aspiration between each wash. 100 µL of the diluted Anti-pan-Ras Antibody is added to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times as previously. 100 µL of the diluted Secondary Antibody, HRP Conjugate is added to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times as previously and drained well. 100 µL of Chemiluminescent Reagent (provided in the kit) is added to each well, including the blank wells. The plate is incubated at room temperature for 5 minutes on an orbital shaker before the luminescence of each microwell is read on a plate luminometer. The % inhibition is calculated relative to the DMSO control wells after a background level of the “no lysate control” is subtracted from all the values. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example F: Inhibition of RAS-RAF and PI3K-AKT Pathways

The cellular potency of compounds is determined by measuring phosphorylation of KRAS downstream effectors extracellular-signal-regulated kinase (ERK), ribosomal S6 kinase (RSK), AKT (also known as protein kinase B, PKB) and downstream substrate S6 ribosomal protein.

To measure phosphorylated extracellular-signal-regulated kinase (ERK), ribosomal S6 kinase (RSK), AKT and S6 ribosomal protein, cells (details regarding the cell lines and types of data produced are further detailed in Table 2) are seeded overnight in Corning 96-well tissue culture treated plates in RPMI medium with 10% FBS at 4×10⁴ cells/well. The following day, cells are incubated in the presence or absence of a concentration range of test compounds for 4 hours at 37° C., 5% CO₂. Cells are washed with PBS and lysed with 1x lysis buffer (Cisbio) with protease and phosphatase inhibitors. 10 µg of total protein lysates is subjected to SDS-PAGE and immunoblot analysis using following antibodies: phospho-ERK1/2-Thr202/Tyr204 (#9101L), total-ERK1/2 (#9102L), phosphor-AKT-Ser473 (#4060L), phospho-p90RSK-Ser380 (#11989S) and phospho-S6 ribosomal protein-Ser235/Ser236 (#2211S) are from Cell Signaling Technologies (Danvers, MA).

TABLE 2 Cell Line Histology KRAS alteration Readout H358 Lung G12C pERK, pAKT MIA PaCa-2 Pancreas G12C pERK, pAKT HPAF II Pancreas G12D pERK, pAKT SU.86.86 Pancreas G12D pERK, pAKT PaTu 8988s Pancreas G12V pERK, pAKT H441 Lung G12V pERK, pAKT

Example G: In Vivo Efficacy Studies

Mia-Paca-2 human pancreatic cancer cells are obtained from the American Type Culture Collection and maintained in RPMI media supplemented with 10% FBS. For efficacy studies experiments, 5 × 10⁶ Mia-Paca-2 cells are inoculated subcutaneously into the right hind flank of 6- to 8-week-old BALB/c nude mice (Charles River Laboratories, Wilmington, MA, USA). When tumor volumes are approximately 150-250 mm3, mice are randomized by tumor volume and compounds are orally administered. Tumor volume is calculated using the formula (L × W²)/2, where L and W refer to the length and width dimensions, respectively. Tumor growth inhibition is calculated using the formula (1 - (V_(T)/V_(C))) × 100, where V_(T) is the tumor volume of the treatment group on the last day of treatment, and V_(c) is the tumor volume of the control group on the last day of treatment. Two-way analysis of variance with Dunnett’s multiple comparisons test is used to determine statistical differences between treatment groups (GraphPad Prism). Mice are housed at 10-12 animals per cage, and are provided enrichment and exposed to 12-hour light/dark cycles. Mice whose tumor volumes exceeded limits (10% of body weight) are humanely euthanized by CO₂ inhalation. Animals are maintained in a barrier facility fully accredited by the Association for Assessment and Accreditation of Laboratory Animal Care, International. All of the procedures are conducted in accordance with the US Public Service Policy on Human Care and Use of Laboratory Animals and with Incyte Animal Care and Use Committee Guidelines.

Various modifications of the present disclosure, in addition to those described herein, will be apparent to those skilled in the art from the foregoing description. Such modifications are also intended to fall within the scope of the appended claims. Each reference, including without limitation all patent, patent applications, and publications, cited in the present application is incorporated herein by reference in its entirety. 

1. A compound having Formula (Ia):

or a pharmaceutically acceptable salt thereof, wherein: each

independently represents a single bond or a double bond; X is selected from N and CR²; Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; when R³N

CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; when R³N

+CR⁴ is a double bond, then R³ is absent; and R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3), C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O or a C═S; or two R⁵ substituents taken together with the carbon atom to which they are attached form a spiro 3-7-membered heterocycloalkyl ring, or a spiro C₃₋₆ cycloalkyl ring; wherein each spiro 3-7-membered heterocycloalkyl ring has at least one ring-forming carbon atom and 1, 2 or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of each spiro 3-7-membered heterocycloalkyl ring is optionally substituted by oxo to form a carbonyl group; and wherein the spiro 3-7 membered heterocycloalkyl ring and spiro C₃₋₆ cycloalkyl ring are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; or two adjacent R⁵ substituents taken together with the atoms to which they are attached, form a fused 4-, 5-, or 6-membered cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring, fused 5- or 6-membered heteroaryl ring, or fused phenyl ring; wherein each fused 4-, 5-, or 6-membered heterocycloalkyl ring or fused 5- or 6-membered heteroaryl ring has at least one ring-forming carbon atom and 1, 2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of each fused 4-, 5-, or 6-membered heterocycloalkyl ring or fused 5- or 6-membered heteroaryl ring is optionally substituted by oxo to form a carbonyl group; and wherein the fused 4-, 5-, or 6-membered cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring, fused 5- or 6-membered heteroaryl ring, and fused phenyl ring are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; n is 0, 1, 2, 3, or 4; R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-14 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(C10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), OC(O)R^(b12), OC(O)NR^(c12)R^(d12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)C(O)NR^(c12)R^(d12,) NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)2R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23), S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴; each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24), SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24,) C(O)OR^(a24), OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24), NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24), NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24), NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24,) S(O)R^(b24), S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24,) and BR^(h24)R^(i24); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from _(R) ^(g) _(;) each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R ^(b30), OC(O)NR^(c30)R ^(d30) , NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(C30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31) R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32) , NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32,) S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g) _(;) each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a50), SR^(a50), C(O)R^(b50), C(O)NR^(c50)R^(d50,) C(O)OR^(a50), OC(O)R^(b50), OC(O)NR^(c50)R^(d50,) NR^(c50)R^(d50,) NR^(c50)C(O)R^(b50,) NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50), NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂R^(b50), NR^(c50)S(O)₂NR^(c50)R^(d50,) S(O)R^(b50), S(O)NR^(c50)R^(d50), S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹; each R⁵¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a51), SR^(a51), C(O)R^(b51), C(O)NR^(c51)R^(d51), C(O)OR^(a51), OC(O)R^(b51), OC(O)NR^(c51)R^(d51), NR^(c51)R^(d51,) NR^(c51)C(O)R^(b51), NR^(c51)C(O)OR^(a51), NR^(c51)C(O)NR^(c51)R^(d51), NR^(c51)S(O)R^(b51), NR^(c51)S(O)₂R^(b51), NR^(c51)S(O)₂NR^(c51)R^(d51), S(O)R^(b51), S(O)NR^(c51)R^(d51), S(O)₂R^(b51), S(O)2NR^(c51)R^(d51), and BR^(h51) R^(i51); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g) _(;) each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70,) C(O)NR^(c70)R^(d70,) C(O)OR^(a70,) OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70,) NR^(c70)C(O)OR^(a70,) NR^(c70)C(O)NR^(c70)R^(d70,) NR^(c70)S(O)R^(b70,) NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70,) S(O)R^(b70), S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁵⁰; each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10)and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹²; each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a12), R^(b12), R^(c12) and R^(d12), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²; each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴; or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²⁴; each R^(b23) and R^(i23) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a24), R^(b24), R^(c24) and R^(d24), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²; each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c50) and R^(d50) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a51), R^(b51), R^(c51) and R^(d51), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c51) and R^(d51) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h51) and R^(i51) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h51) and R^(i51) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c70) and R^(d70) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and each R⁹ is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋ ₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C_(1—3) alkoxy, HO—C_(1—3) alkyl, cyano-C₁₋₃ alkyl, H₂N—C_(1—3) alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, carboxy, C₁₋₆alkylcarbonyl, C₁₋ ₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy, di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino; provided that, at least one of R¹, R², and R⁷ is other than substituted or unsubstituted aryl or heteroaryl.
 2. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each

independently represents a single bond or a double bond; X is selected from N and CR²; Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2,) S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2,) and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; when R³N

CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; when R³N

CR⁴ is a double bond, then R³ is absent; and R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3), C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O or a C═S; or two R⁵ substituents taken together with the carbon atom to which they are attached form a spiro 3-7-membered heterocycloalkyl ring, or a spiro C₃₋₆cycloalkyl ring; wherein each spiro 3-7-membered heterocycloalkyl ring has at least one ring-forming carbon atom and 1, 2 or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of each spiro 3-7-membered heterocycloalkyl ring is optionally substituted by oxo to form a carbonyl group; and wherein the spiro 3-7membered heterocycloalkyl ring and spiro C₃₋₆cycloalkyl ring are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; or two adjacent R⁵ substituents taken together with the atoms to which they are attached, form a fused 4-, 5-, or 6-membered cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring, fused 5- or 6-membered heteroaryl ring, or fused phenyl ring; wherein each fused 4-, 5-, or 6-membered heterocycloalkyl ring and fused 5- or 6-membered heteroaryl ring has at least one ring-forming carbon atom and 1, 2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of each fused 4-, 5-, or 6-membered heterocycloalkyl ring and fused 5- or 6-membered heteroaryl ring is optionally substituted by oxo to form a carbonyl group; and wherein the fused 4-, 5-, or 6-membered cycloalkyl ring, fused 4-, 5-, or 6-membered heterocycloalkyl ring, fused 5- or 6-membered heteroaryl ring, and fused phenyl ring are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁵⁰; n is 0, 1, 2, 3, or 4; R⁶ is selected from H, C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and BR^(h7)R^(i7); wherein said C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁ ₀aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; Cy² is selected from C₃₋₁₀cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-14 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═N R^(e10))N R^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), _(NR) ^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); each R²⁰ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁ ₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c2O)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); each R²³ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁ ₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23) C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23) NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)R^(b23), NR^(c23)S(O)2R^(b23), NR^(c23)S(O)2NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23), S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein said C₁₋₆alkyl, C₂₋₆ alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴; each R²⁴ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24), SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24), OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24) , NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24), NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24), NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24), S(O)R^(b24), S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24), and BR^(h24)R^(i24); each R³⁰ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆alkyl, C₂₋₆ alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31) R^(i31); wherein said C₁₋₆alkyl, C₂₋₆ alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; each R³² is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32,) S(O)R^(b32), S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); each R⁵⁰ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁ ₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a50) SR^(a50), C(O)R^(b50), C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50), OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50), NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50), NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂ ^(Rb50), NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50), S(O)NR^(c50)R^(d50), S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); each R⁶⁰ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C_(6-1O) aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein said C₁₋₆alkyl, C₂₋₆ alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁷⁰ is independently selected from C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁ ₀aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70), OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70), NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70), NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆ alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein said C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c1)and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆alkoxy, and C₁₋₆haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆alkyl and C₁₋₆haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆ alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein said C₁₋₆alkyl, C₂₋₆alkenyl, C₂₋₆alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; or any R^(c)2 and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a5), R^(b5), R^(c5,) and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or any R^(c)5 and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁵⁰; each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴; or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²⁴; each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a24), R^(b24), R^(c24) and R^(d24), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²; each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c50) and R^(d50) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹; or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹; each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆alkyl and C₁₋₆ haloalkyl; each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c70) and R^(d70) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆alkyl and C₁₋₆ haloalkyl; and each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋ ₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂alkylene, C₁₋₆alkoxy, C₁₋₆haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃alkoxy, HO—C_(1—3) alkoxy, HO—C_(1—3)alkyl, cyano-C₁₋₃ alkyl, H₂N—C_(1—3) alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆alkylcarbonyl, C₁₋ ₆ alkoxycarbonyl, C₁₋₆alkylcarbonylamino, C₁₋₆alkoxycarbonylamino, C₁₋₆alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy, di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆alkylaminosulfonyl, di(C₁₋₆alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino.
 3. The compound of claim 1, wherein the compound of Formula la is a compound of Formula Ila:

or a pharmaceutically acceptable salt thereof, wherein:

represents a single bond or a double bond; X is selected from N and CR²; Y is selected from CH₂, O, and NR⁶, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)₂R^(b1), and S(O)₂NR^(c1)R^(d1); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C_(6-1O)aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)₂R^(b3), and S(O)₂NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁵ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)zR^(b5), and S(O)_(2NR) ^(c5)R^(d5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O or a C═S; n is 0, 1, 2, 3, or 4; R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)Rd7, NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7) _(R)d7, S(O)₂R^(b7), and S(O)₂NR^(c7) _(R) ^(d7) _(;) Cy² is selected from C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10) _(;) each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20,) OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)₂R^(b20), and S(O)₂NR^(C20)R^(d20) _(;) each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)₂R^(b2)3, NR^(c23)S(O)₂NR^(c23)R^(d23,) S(O)₂R^(b23,) and S(O)_(2N) Rc23_(R)d23_(;) each R³⁰is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C_(6-1O)aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a3)1, NR^(c31)C(O)NR^(c31)R^(d3)1, NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)₂R^(b31), and S(O)_(2N)Rc31_(R)d31_(;) each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a50), SR^(a50), C(O)R^(b50), C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50), OC(O)NR^(c50)R^(d50) , NR^(c50)R^(d50) , NR^(c50)C(O)R^(b50), NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50) NR^(c50)S(O)₂R^(b50), NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)₂R^(b50), and S(O)_(2N)R^(c50)R^(d50); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a60), SR^(a60) C(O)R^(b60), C(O)NR^(c60)R^(d60,) C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60) NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)₂R^(b60), and S(O)₂NR^(c60) _(R) ^(d60) _(;) each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R^(a5), R^(b5), R^(c5,) and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁵⁰; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;; or any R^(c7) and R^(d7)attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(C23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c50) and R^(d50) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group.
 4. The compound of claim 1, wherein the compound of Formula la is a compound of Formula Illa:

Illa or a pharmaceutically acceptable salt thereof, wherein:

represents a single bond or a double bond; Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵; R¹ is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN; R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2), and NR^(c2)R^(d2) _(;) wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰; R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a5), and NR^(c5)R^(d5); or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O; n is 0, 1, or 2; R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7)and NR^(c7)R^(d7); Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N, O, and S; and wherein the 4-6 membered heterocycloalkyl, is optionally substituted with 1 or 2 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)Rd¹⁰; each R²⁰ is independently selected from C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, and CN; each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a23), and NR^(c23)R^(d23); each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a31), and NR^(c31) R^(d31); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), and NR^(c60)R^(d60); each R^(a2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³; each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰; each R^(a5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹; each R^(a31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.
 5. The compound of claim 1, wherein the compound of Formula Ia is a compound of Formula IIIa:

or a pharmaceutically acceptable salt thereof, wherein:

represents a single bond or a double bond; Y is selected from CH₂, C(═O), CHR⁵, or NR⁶; R¹ is H; R² is C₁₋₆ alkyl, which is optionally substituted with 1 or 2 CN; Cy¹ is selected from C₃₋₁₀ cycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; and wherein the C₃₋₁₀ cycloalkyl, C₆-₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰; R⁴ is selected from H, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₆₋₁₀ aryl-C₁₋₃ alkylene, and OR^(a3); wherein said 4-10 membered heterocycloalkyl, C₆-₁₀ aryl, 5-10 membered heteroaryl, C₆₋₁₀ aryl-C₁₋₃ alkylene are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; R⁵ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl, and NR^(c5)R^(d5), wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally optionally substituted with 1 or 2 substituents independently selected from R⁵⁰; or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O; n is 0, 1, or 2; R⁶ is selected from H, C₁₋₆ alkyl, phenyl, and 5-10 membered heterocycloalkyl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, phenyl, and 5-10 membered heterocycloalkyl-C₁₋₃ alkylene are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; R⁷ is halo; Cy² is selected from 6 membered heterocycloalkyl; having one N heteroatom; each R¹⁰ is independently selected from halo, CN, and OH; each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl and halo; each R⁵⁰ is independently C₁₋₆ alkyl; each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl and C(O)NR^(c60)R^(d60); each R^(a3) is independently C₁₋₆ alkyl, which is optionally substituted with 1 or 2 substituents independently selected from R³⁰; each R^(c5) and R^(d5) is independently selected from H, C₁₋₆ alkyl, and 5-6 membered heteroaryl, wherein said 5-6 membered heteroaryl is optionally substituted with 1 or 2 substituents independently selected from R⁵⁰; each R^(c30) and R^(d30) is independently selected from H and C₁₋₆ alkyl; and each R^(c60) and R^(d60) is independently selected from H and C₁₋₆ alkyl.
 6. The compound of claim 1, wherein the compound is a compound of Formula VI:

or a pharmaceutically acceptable salt thereof, wherein: Y is C(═O), CH₂, CHR⁵, and NR⁶; and Z is C(═O), CHR⁵, or CH₂, when

is a single bond; or Z is CH or CR⁵ when

is a double bond.
 7. The compound of claim 4, or a pharmaceutically acceptable salt thereof, wherein:

represents a single bond or a double bond; Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵; R¹ is H; R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³; Cy¹ is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰; R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; R⁵ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O; n is 0 or 1; R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and phenyl; wherein said C₁₋₆ alkyl and phenyl are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10); each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D,and CN; each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), and NR^(c60)R^(d60); each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰; each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl; wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl are each optionally substituted with 1 or 2 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹; each R^(a60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.
 8. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein X is selected from N and CR²; Y is selected from CH₂ and NR⁶, wherein CH₂ is optionally substituted with one or two substituents independently selected from R⁵; R¹ is H; R² is selected from H and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³; Cy¹ is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰; R³N

CR⁴ is a double bond, R³ is absent; R⁴ is selected from H, C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; R⁵ is C₁₋₆ alkyl; or two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O; n is 0 or 1; R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆ alkyl and phenyl are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; R⁷ is H or halo; Cy² is 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N and O; each R¹⁰ is independently selected from halo and OR^(a10); each R²³ is CN; each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C₆-₁₀ aryl, C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and C₆₋₁₀ aryl are each optionally substituted with 1 or 2 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl and halo; each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl and C(O)NR^(C60)R^(d60); R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R³⁰; each R^(a10) is independently selected from H and C₁₋₆ alkyl; each R^(c30) and R^(d30) is independently selected from H and C₁₋₆ alkyl; and each R^(c60) and R^(d60) is H.
 9. The compound of claim 1, wherein the compound of Formula I is a compound of Formula IV:

or a pharmaceutically acceptable salt thereof.
 10. The compound of claim 1, wherein the compound of Formula I is a compound of Formula V:

or a pharmaceutically acceptable salt thereof.
 11. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Y is CH₂.
 12. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Y is NR⁶.
 13. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is H.
 14. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R²³.
 15. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy¹ is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰.
 16. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R³N

CR⁴ is a double bond, and R³ is absent.
 17. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R³N

CR⁴ is a double bond, R³ is absent; and R⁴ is selected from H, C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰.
 18. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein two R⁵ attached to the same C atom, together with the C atom to which they are attached, form a C═O.
 19. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein n is 0 or
 1. 20. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁶ is selected from H, C₁₋₆ alkyl, and phenyl; wherein said C₁₋₆ alkyl and phenyl are each optionally substituted with 1 or 2 substituents independently selected from 4-10 membered heterocycloalkyl and C(O)NR^(c60)R^(d60).
 21. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁷ is halo.
 22. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy² is 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N, O, and S; and wherein the 4-6 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰.
 23. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy² is azabicyclo[2.1.1]hexane.
 24. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10).
 25. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, phenyl, C(O)NH₂, and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl and phenyl are each optionally substituted with 1 or 2 substituents independently selected from C₁₋₆ alkyl and halo.
 26. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl and C(O)NR^(c60)R^(d60).
 27. The compound of claim 1, wherein the compound of Formula I is selected from 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(1H-indol-3-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoronaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoro-3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 5-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-5-yl)-N-methylpicolinamide; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-5-(quinolin-7-yl)-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(1-methyl-1H-imidazol-4-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(5-benzyl-1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-5-yl)-N-methylbenzamide; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-5-(((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; 3-(1-((endo)-2- azabicyclo[2.1.1]hexan-5-yl)-5-(3-(dimethylamino)azetidin-1-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2- azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-methyl-5-(((S)-1-methylpyrrolidin-2-yl)methoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; 3-(1-((endo)-2- azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; 3-(1-((endo)-2- azabicyclo[2.1.1]hexan-5-yl)-5-(((S)-1-(dimethylamino)propan-2-yl)oxy)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-1,2,3,4-tetrahydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-4-phenyl-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-4-(2-(piperidin-4-yl)ethyl)-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; 2-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-9-(2-cyanoethyl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-2,3-dihydropyrazino[2,3-c]quinolin-4(1H)-yl)acetamide; and 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-3-oxo-1,2,3,4-tetrahydropyrazino[2,3-c]quinolin-9-yl)propanenitrile; or a pharmaceutically acceptable salt thereof.
 28. The compound of claim 1, wherein the compound of Formula Ia is selected from: 3-(1-((1R,4R)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; and 3-(1-((1R,4R)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-8-(7-fluoro-3-hydroxynaphthalen-1-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; or a pharmaceutically acceptable salt thereof.
 29. The compound of claim 1, wherein the compound of Formula Ia is selected from: 8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile; 3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-3-(1-methyl-1H-pyrazol-4-yl)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; 3-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2,3-dichlorophenyl)-7-fluoro-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-3-(2-oxopyrrolidin-1-yl)-1,4-dihydrobenzo[h][1,6]naphthyridin-9-yl)propanenitrile; and 8-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-fluoro-9-methyl-3-((1-methyl-1H-pyrazol-4-yl)amino)-5-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-4-oxo-1,4-dihydrobenzo[h][1,6]naphthyridin-8-yl)-1,2,3,4-tetrahydronaphthalene-1-carbonitrile; or a pharmaceutically acceptable salt thereof.
 30. A pharmaceutical composition comprising a compound of claim 1, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.
 31. A method of inhibiting KRAS activity, said method comprising contacting a compound of claim 1, or a pharmaceutically acceptable salt thereof, with KRAS; wherein the contacting comprises administering the compound to a patient.
 32. (canceled)
 33. A method of treating a disease or disorder associated with inhibition of KRAS interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of claim 1, or a pharmaceutically acceptable salt thereof; wherein the disease or disorder is an immunological or inflammatory disorder.
 34. (canceled)
 35. The method of claim 33, wherein the immunological or inflammatory disorder is Ras-associated lymphoproliferative disorder and juvenile myelomonocytic leukemia caused by somatic mutations of KRAS.
 36. A method for treating a cancer in a patient, said method comprising administering to the patient a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof.
 37. The method of claim 36, wherein the cancer is selected from carcinomas, hematological cancers, sarcomas, and glioblastoma.
 38. The method of claim 37, wherein the hematological cancer is selected from myeloproliferative neoplasms, myelodysplastic syndrome, chronic and juvenile myelomonocytic leukemia, acute myeloid leukemia, acute lymphocytic leukemia, and multiple myeloma.
 39. The method of claim 37, wherein the carcinoma is selected from pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical, skin, and thyroid.
 40. A method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12D mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof. 